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Derek Dewan - Chief Executive Officer, Chairman of the Board
Hello, and welcome to the GEE Group fiscal 2025 second quarter and first half ended March 31, 2025, earnings and update webcast conference call. I'm Derek Dewan, Chairman and Chief Executive Officer of GEE Group. I will be hosting today's call. Joining me is a co-presenter is Kim Thorpe, our Senior Vice President and Chief Financial Officer.
Thank you for joining us today. It is our pleasure to share with you GEE Group's results for the fiscal 2025 second quarter and first half ended March 31, 2025, and provide you with our outlook for the remaining fiscal year 2025.
In the foreseeable future. Some comments Kim and I will make may be considered forward-looking, including predictions, estimates, expectations, and other statements about our future performance. These represent our current judgment of what the future holds and are subject to risks and uncertainties.
That actual results may differ materially from our forward-looking statements. These risks and uncertainties are described below under the caption forward-looking statement Safe Harbor, and in Thursday's earnings press release in our most recent Forms 10-Q, 10-k.
And other SEC filings under the captions. Cautionary statement regarding forward-looking statements and forward-looking statements safe harbor. We assume no obligation to update statements made on today's call. Throughout this presentation, we will refer to the periods being presented as this quarter or the quarter or this year-to-date or the year-to-date, which refers to the three month or six-month periods ended March 31, 2025, respectively.
Likewise, when we refer to the prior year quarter or prior year-to-date, we're referring to the comparable prior three month or six-month periods ended March 31, 2024, respectively. During this presentation, we will also talk about some non-GAAP financial measures.
Reconciliations and explanations of the non-GAAP financial measures we will address today are included in the earnings press release. Our presentation of financial amounts and related items including growth rates, margins, and trend metrics are rounded or based upon rounded amounts for purposes of this call, and all amounts, percentages, and related items presented are approximations accordingly.
For your convenience, our prepared remarks for today's call are available in the Investor Center of our website, www.geegroup.com. Now on to today's prepared remarks. Beginning in the second half of 2023, throughout 2024 and so far in 2025, we have encountered and continue to face very difficult and challenging conditions in the hiring environment for our staffing services.
These have stemmed from what is now acknowledged as over hiring that took place in 2021 and 2022 in the immediate aftermath of the pandemic. And the macroeconomic uncertainty, interest rate volatility, and inflation that followed. These conditions have produced a near universal cooling effect on US employment, including businesses use of contingent labor and the hiring of full-time personnel.
Since the latter part of 2023, many client initiatives such as IT projects and corporate expansion activities requiring additional labor in general have been put on hold. Instead, many of the businesses we serve have implemented and proceeded with layoffs and hiring freezes.
And in many cases have focused on retaining their existing employees rather than adding new employees. Companies and businesses are cautiously assessing interest rates and market conditions, including recent tariff activities to ensure their investments in technology and human capital are strategic and sustainable.
Artificial intelligence or AI also is gaining ground at an accelerated pace and is further complicating the HR and project planning opportunities. And risk facing virtually all companies, including consumers of our services. These conditions have continued to have a cooling effect upon job orders for both temporary help and direct hire placements.
Thus, our financial results for the 2025 fiscal second quarter and first half ended March 31, 2025, have been negative negatively impacted by these conditions. The company's contract and direct placement services are currently provided under the Professional Staffing Services operating division or segment.
We finalized our plans to sell the company's former industrial staffing services segment in the quarter and are actively negotiating the sale currently. Therefore, it has been classified as a discontinued operation as of March 31, 2025, and is excluded from the results of operations reported below. As well as in the condensed consolidated financial statements included in our quarterly report on Form 10 for this quarter unless otherwise stated.
Consolidated revenues were $24.5 million for the quarter and $48.5 million year-to-date. Gross profits and gross margins were $8.4 million and 34.1% respectively for the quarter and $16.3 million and 33.6% respectively year-to-date. Consolidated non-GAAP adjusted EBITDA was negative $600,000 for the quarter, negative $900,000 year-to-date.
We reported a net loss from continuing operations of $33 million or $0.30 per diluted share for the quarter. And a net loss from continuing operations of $33.6 million or $0.31 per diluted share here to date. The losses from continuing operations are primarily the result of a $22 million non-cash goodwill impairment charge and a $9.9 million non-cash charge corresponding with the establishment of a valuation allowance related to our net deferred tax assets recorded as of March 31, 2025.
Both of these non-cash charges are the result of the application of the prescribed accounting rules to the company's current and expected near-term performance in light of the current and anticipated macroeconomic conditions impacting the demand for our services and the staffing industry as a whole.
We are not sitting on our hands. We're taking our current situation for granted. We're working aggressively taking actions actions to adjust and enhance our strategic focus, growth plans, and financial performance and results. As we announced earlier, we have ramped up our M&A activities and completed our first such transaction in the quarter and are in the process of evaluation and diligence on several others.
At the same time, we are focused on continuing to streamline our core operations, significantly reducing costs and improving the productivity of our field personnel. In addition to the expense reduction and integration initiatives which we began last fall, we have added a renewed focus on VMS and MSP source business, including the use of special offshore recruiting resources and acceleration of the integration and use of AI technology into our recruiting, sales, and other processes.
Importantly, we anticipate achieving additional economies of scale, improvements in our productivity, and restoring profitability as soon as possible. Our goal and expectations to become profitable again in the latter part of 2025 or early in 2026. In addition to these near term initiatives, we are working closely with our frontline leaders in the field across all our verticals to help them continue to aggressively pursue new business and take market share as well as opportunities to grow and expand existing client revenues.
We are beginning to realize some positive results. When anticipated recovery does occur in the future, I am very confident that we are well positioned to meet the increased demand from existing customers and win new business. As you also know, we paused share repurchases on December 31, 2023, having repurchased just over 5% of our outstanding shares as of the beginning of the program.
Share repurchases always will be considered as an alternative component of our capital allocation strategy and a bona fide alternative use of excess capital in the future. If and when considered prudent, our focus on strategic or creative mergers and acquisitions will continue as well.
Before I turn it over to Kim, I want to reassure everyone that we fully intend to successfully manage through the challenges outlined previously. And restore growth and profitability as quickly as possible. GEE Group has a strong balance sheet with substantial liquidity in the form of cash and borrowing capacity. The company is well positioned to grow internally and to be acquisitive.
We also continue to believe that our stock is undervalued and especially so based upon recent trading at levels very near and even slightly below tangible book value, and that there is a good opportunity for upward movement in the share price once we are able to operate again. In more normal economic and labor conditions and continue to execute on our capital allocation strategy as well.
Management and our board of directors share and have embraced the primary objective of restoring and accelerating profitability and growing shareholder value. Finally, I once again wish to thank our wonderful, dedicated employees and associates. They work extremely hard every day to ensure that our clients get the very best service. They're a key factor in our prior achievements.
And the most important driver of our company's future success. At this time, I'll turn the call over to our senior Vice President and Chief Financial Officer, Kim Thorpe, who will further elaborate on our fiscal 2025 second quarter and year-to-date results. Kim.
Kim Thorpe - Chief Financial Officer, Senior Vice President
Thank you, Derek and good morning. As Derek mentioned, consolidated revenues for the quarter and year-to-date were $24.5 million and $48.5 million down 4% and 10% respectively from the comparable prior periods.
Professional contract staffing services revenues for the quarter and year today were $21.5 million $43 million down 7% and 11% respectively from the comparable prior periods. Direct hire placement revenues for the quarter in the year-to-date were $3 million and $5.5 million up 22% for the quarter and slightly above even as compared with the prior six-month period.
Our top line performance this quarter and year today has continued to be directly impacted by the difficult economic and labor market conditions facing us in the staffing industry referenced by Derek in his opening remarks.
Gross profit and gross margin for the quarter and year-to-date were $8.4 million and 34.1% and $16.3 million and 33.6% respectively compared with $8.4 million and 32.8% and $17.7 million and 33% respectively compared with the prior year periods comparable.
The net increases in our gross margins are primarily attributable in the quarter to the increase in the mix of direct higher replacement revenues which have a 100% gross margin in relation to total revenue. Selling general and administrative expenses or SG&A for the quarter were $9.3 million down 3% as compared with the prior year quarter. SG&A expenses year-to-date were $17.7 million down 10% as compared with the prior year today.
SG&A expenses were 38% of revenues for the quarter compared with 37.3% for the prior year quarter and we're 36.6% of revenues year-to-date as compared with 36.7% for the prior year today. Our slightly higher SG&A percentages of revenues during fiscal 2025, second quarter and year-to-date was attributable mainly to lower levels of revenue in relation to our fixed SG&A, including mainly fixed personnel related expenses, occupancy costs, job boards, and applicant tracking systems.
We plan to return to profitability through an increase in revenue and by significantly lowering our SG&A expenses going forward accordingly. Our goal is to return to profitability, as Derek mentioned, in the latter part of 2025 and early to mid 2026. Our loss from continuing operations for the quarter was $33 million or $0.30 for diluted share.
As compared with a net loss of $900,000 or a penny per diluted share for the prior year quarter, loss from continuing operations year-to-date was $33.6 million or a negative $0.31 per diluted share as compared with loss from operations of $2.4 million or $0.02 per diluted share for the prior year today.
As Derek previously explained, the increases in losses from continuing operations are primarily attributable to a $22 million non-cash goodwill impairment charge. And a $9.9 million non-cash charge corresponding with the establishment of a valuation allowance related to our deferred tax assets recorded as of March 31, 2025.
Even though, which is a non-GAAP financial measure for the year-to-date or the quarter and year today, were negative $900,000 and negative $1.5 million respectively compared with negative $1.2 million negative $02 million for the comparable prior year periods.
Adjusted EBITDA, which also is a non-GAAP financial measure for the quarter a year today we're negative $600,000 and negative $900,000 respectively compared with a negative $600,000 and negative $700,000 for the comparable prior year periods.
Our current or working capital ratio as of March 31, 2025, was a robust 3.9 to 1. Free cash flow, a non-GAAP financial measure, including cash flows from discontinued operations for the fiscal year and first half was a negative $1.1 million as compared with positive cash flow of $400,000 for the fiscal 2024 first half.
Our liquidity position as of March 31, 2025, remained very strong with $18.7 million in cash, an undrawn ABL facility of $7.4 million and net network capital of $24.1 million. We had no outstanding debt. Our net book value per share and net tangible book value per share were $0.46 and $0.23 respectively.
As of March 31, 2025, the decrease in net book value per share since fiscal 2024 again was primarily the result of the non-cash impairment and deferred tax valuation related non-cash charges taken and the fiscal second quarter ended March 31, 2025. Importantly, these charges had no effect on our cash position, tangible assets, networking capital, or net tangible book value. In conclusion, while we obviously are disappointed with our results and and face headwinds.
Causing us to remain appropriately cautious in the near term, we do remain optimistic and are preparing for the long term, including making technological advancements and other enhancements such as focus and prioritization of the integration of AI across our business verticals for use in our sales and recruiting processes and leveraging our offshore recruiting team to maximize productivity and efficiency.
Having completed our acquisition of Hornet staffing this quarter, we also intend to continue to pursue other creative opportunities in a very disciplined and prudent manner. Before I turn it back over to Derek, please note that the reconciliations of Group's non-GAAP financial measures discussed today with their GAAP counterparts can be found in supplemental schedules included in our March 31, 2025, second quarter and year-to-date earnings press release.
Now I'll turn the call back over to Derek.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Thank you, Kim. Despite macroeconomic headwinds and staffing industry specific challenges, Impacting the demand for our services, we are aggressively managing and preparing our business to mitigate losses, restore profitability, and be prepared for an anticipated recovery.
What we hope you take away from our earnings press release and our remarks today is that we are moving aggressively not only to prepare. For a more conducive and growth-oriented labor market, but also to restore profitability through expense reduction and revenue growth by continuing with the execution.
On both organic and M&A growth plans and initiatives. We will continue to work hard for the benefit of our shareholders, including consistently evaluating strategic uses of GEE Group's capital to maximize shareholder returns. We are very pleased with the recent acquisition of Hornet staffing and the value and opportunities it brings and have identified other acquisition opportunities that we believe can offer additional growth and profitability platforms for us.
Before we pause to take questions. I want to again say a special thank you to all our wonderful people for their professionalism, hard work and dedication.
Now, Kim and I would be happy to answer your questions. Please ask just one question and rejoin the queue with a follow up as needed. If there's time, we'll come back to you for additional questions.
Thank you.
Derek Dewan - Chief Executive Officer, Chairman of the Board
The first question that we have is can you provide any additional color on the status of the current M&A pipeline.
And the number of deals you're looking at, we happily can tell you that the pipeline is robust and full. The, one of the secondary questions that we have, that as a follow up, said in this environment, you must be cautious.
When looking at targets to make sure that they've leveled off from the decline that the industry has experienced, starting in the latter part of 2023, continuing through 2024 and the first part of '25, that in fact we're doing and we're tracking closely.
The current performance of the targets. We believe there's a lot of flat lining at this point. And will allow us to proceed. On these deals. Another question would be, is, do you have any letters of intent, that are outstanding?
And of course, they're non-binding, I can say yes. The other question that we have related to M&A, do you expect to get M&A done in this fiscal year? The answer is yes.
Kim, the next question that we have deals with Pipeline, we got that 10-Q, Kim, it said that in the 10-Q, the discussion of M&A was not prominent. I don't think that was by design. Can you comment on that?
Kim Thorpe - Chief Financial Officer, Senior Vice President
Yeah, I, we, when we, drafted the 10-Q this quarter, look back at the 10-Q last quarter, our intention was just to be a little more brief. But we do still make reference to what I believe the questioner asking about which were the strategic initiatives where we talked about M&A and such, but the bottom line is, M&A continues to be a prominent piece of our near term and long-term strategy however we are being cautious about it.
Because our entire industry is now in a place where revenues are at lower levels, so we're again we're just being very conservative and being very prudent about how we identify, and move forward with targets, but nothing is other than that nothing's actually fundamentally changed.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Okay, thank you. Kim, will you comment on the status of the industrial business and its potential sale?
Kim Thorpe - Chief Financial Officer, Senior Vice President
Yes, there, there's a question here that wants to know it in some it's basically, you, what took you so long, on the industrial sale, actually, the sale was commissioned as part of the strategic alternatives review. Last April, not this past immediate April, but April, prior, but it took some time for management to do some work at the business and then also to run a process we did not use, professional, institutional advisers.
So we ran it internally based on relationships and introductions, that we, reached out for. And it's a process, but more or less we think that it's gone very well and that the end result, will be good and, it should close soon.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Thank you. Another question we have is regarding the potential for share repurchases and stock buybacks. And would you do these in conjunction with M&A? In lieu of or otherwise. We recently had a board meeting. And we had a deep discussion of both M&A and share repurchases.
I can tell you that both are on the list of enhancing shareholder value and the timing of execution of either of those or both will be determined by visibility on our existing business. We'd like to be in a net neutral or positive cash flow position before we move forward on share repurchases.
But we believe that both of those share repurchases and M&A can be done in tandem. And there has been a lot of attention put on both by our directors and senior management. So, rest assured, we will deploy the capital appropriately and judiciously.
We have been very careful not to make bad moves during an environment that is what I would call volatile for the industry. With global macroeconomic challenges as well. We see on the horizon that those challenges will start to be more muted and will eventually turn around. So, we are very excited about the opportunity. That we can improve shareholder value this fiscal year and next. And that we have the liquidity to do it and Kim, I'll let you add your thoughts on that too.
Kim Thorpe - Chief Financial Officer, Senior Vice President
Yeah, I mean, the I'm sorry Derek, I was reading another question and devising.
Derek Dewan - Chief Executive Officer, Chairman of the Board
An answer that's okay. So really the tandem of both stock buybacks and M&A, and I don't think one is in lieu of the other. I think that we've given a deep consideration. And have both of those on the agenda for opportunities moving forward, and that's what I was commenting on.
Kim Thorpe - Chief Financial Officer, Senior Vice President
Yeah, I don't have anything to add. I agree.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Okay, great. Kim, take the next question that you were taking a look at.
Kim Thorpe - Chief Financial Officer, Senior Vice President
Yeah, this I I've got kind of a lengthy question here and I want to, I'm not going to read it entirely because I, it's a little bit long but basically the idea is we commented back in December of 2023 when the stock price was around $0.49.
We made, I made a comment and provided an analysis of why we thought that was a good stock price, and basically, any or verbally walk through some math to get there including, the application of a control premium and things of that nature but without getting into all that.
The point of the question is, GEE, you thought $0.49 didn't give any value to the business at December 2023, now the stocks trading at $0.18 and basically, you're saying there's no value being given to the operating business and it's the basically the point is how do I get from 2023 to now and the answer is very simple.
On December 19, 2023 we were just beginning to see the severity of the downturn in the market, and it's been a long time since then to get to where we are now and 2024 turned out to be much worse than we were forecasting in 2023 but what I would say to the writer of the question here is if I take the $0.18 a share, it's and you and our $0.23 of tangible book value that's still 27% above $0.18.
So the value of the businesses do change over time and in our case it at in 2023 we were projecting revenues that were a third higher than where they are now so. It's been very much a situation of dealing with a very challenging business environment that, frankly, is affecting the entire staffing industry. You could pose this question or one like it to almost every other competitor of ours out there.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Thank you, Kim.
Another question is whether or not the lack of action on either share repurchases or more aggressive acquisition activity is indicative of a strategy, and the answer is no, both are very focused upon, and the expectation is to use our capital appropriately. For acquisitions and potential share repurchases as well.
The pause was due to economic uncertainty at the time. And trying to gauge the level of liquidity we need to maintain in the near term in order to execute appropriately on our strategy. And we believe at this point, shareholders would like to see activity we concur with that.
So, we get a little more visibility in 2025 which we think is somewhat stable at this point, and we hope that it stays that way. It actually turns into more prosperity when some of these macro factors settle down with interest rates, tariffs, inflation, tax cuts, and so forth. Our customers will be more confident on their growth plans, and we'll open the spigot a bit so we can get organic growth.
The M&A activity can speed up. And any capital allocation regarding share purchases that are prudent at that point, will be implemented hopefully. So these are the things that we're focused on having deep discussions on, and I can assure you that you as shareholders will see activity this year.
We're excited about the prospects because we position ourselves. We're very close to breakeven financially. We're going to get to the profitability that we need. And then move forward on external growth and capital allocation, as I discussed.
Another question, Kim, that we got is regarding the sale of industrial. What would we do with the proceeds?
The answer to that is execute our growth strategy, which includes M&A, potential capital allocation for repurchases and so forth any other go-ahead Kim.
Kim Thorpe - Chief Financial Officer, Senior Vice President
We'll bring the proceeds back into our cash reserves and then we'll you know it'll be managed and in due course as the board of management hammer out our capital allocation. Strategy and plans in the near term.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Another question is that do we have any expectation of our larger shareholders, Red Oak and Golden wise, any activity, that we know about.
The answer is no unusual activity there. Both have been good shareholders and supportive and would like to see obviously the stock price move forward and us to execute more rapidly on our strategy, and we concur with both of those. So we're aligned at this point.
Insider purchases, I think that Mr. Sandberg and Mr. Waterfield as newer board members have made purchases, a significant size. And I think most of us are pretty good excise equity holders and, insider purchases.
Can happen, although we have to move around potential nonpublic information that will be Not public because of our execution of our growth strategy and capital allocation, but we can do that in tandem with what we want to do. We just have to be careful of how we do it.
Kim, you want to take another question?
Kim Thorpe - Chief Financial Officer, Senior Vice President
Yeah, what are you planning on doing specifically to reduce SG&A?
We have several things we're doing we're, obviously we're constantly, reviewing, performance of the different businesses and we're also looking at, you know. Occupancy cost and job boards and all kinds of different things we do have plans, to take some cost out two things in particular that we think are going to be very helpful and contribute.
Over the next 12 months to taking out significant cost are more of an assertive move into use of offshore recruiters, which are lower cost it could open up more VMS, MSP high volume business to us that's one and the second one is artificial intelligence AI.
We believe AI has a lot of opportunity presents a lot of opportunity for us, to make our recruiting, not only more efficient but higher quality, as well as, facing our clients and in our sales processes. It's getting a lot there's a lot going on out there right now and so I wouldn't, I would expect, that you'll hear some stuff from us on both those accounts, going forward in the near future.
Derek Dewan - Chief Executive Officer, Chairman of the Board
Okay. I think we covered most of the questions. Thus far, I think that the majority of the questions dealt with. M&A, capital allocation regarding potential share repurchases. And kind of overall operational efficiencies to be gained this fiscal year. And of course, restoring profitability back to where it needs to be.
So, I can assure you that each of those has a lot of attention from senior management and our directors. We expect to execute very aggressively on all fronts. And take advantage of the uptick or upswing. In the industry which we anticipate the latter part of the year, moving into 2026.
And in any event, even with a flat business environment. We can get market share from com competitors, be more aggressive there as well. And we're pretty excited about the opportunity to get back to the road to prosperity.
So at this point, we're going to terminate the call, but I really appreciate those shareholders that are on and other interested parties, and I can tell you we're working very hard to get performance to where it needs to be, which will also obviously influence share price. Thanks again for joining us, and that concludes our call.