Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Executive Overview
In the second quarter, we continued to drive growth in more resilient markets, with each business unit delivering strategic contributions to Kelly’s results. Our Education segment achieved another quarter of revenue growth as we maintained strong fill rates in the K-12 staffing business. Across SET and ETM, outcome-based offerings excluding our contact center business sustained positive momentum with customers as we continued to shift our business mix toward higher margin, higher growth solutions. Payroll process outsourcing remained a source of strength within the ETM segment’s talent solutions offerings and delivered robust revenue growth over the prior year.
Our results also reflect demand reductions with certain large customers, and a more measured approach to hiring among employers in some sectors in response to the dynamic trade and geopolitical landscape. Staffing volumes associated with the U.S. federal government were down measurably year-over-year and began to stabilize as the quarter progressed. As market conditions evolved, we maintained our commitment to operational discipline and initiated actions to align resource levels with demand.
While delivering near-term results, we also remained focused on executing our growth and efficiency initiatives to position Kelly for the future. The integration of MRP’s portfolio of businesses with our existing SET businesses is well underway, having completed the realignment of sales, recruiting and functional teams in the quarter as part of our redefined go-to-market strategy. The integration of the Sevenstep talent solutions business with ETM’s talent solutions business is progressing similarly. We continued the implementation of modernized front- and back-office systems within SET leveraging MRP’s leading technology stack to consolidate disparate systems thus reducing complexity and driving efficiency.
Our progress in the second quarter reflects our commitment to staying close to our customers and leveraging our differentiated capabilities to provide them with innovative workforce solutions.
Financial Measures
Reported percentage changes were computed based on actual amounts in thousands of dollars.
EBITDA (earnings before interest, taxes, depreciation and amortization) and EBITDA margin (EBITDA divided by revenue from services) are measures used for understanding our ability to generate cash flow and for judging overall operating performance. EBITDA measures are non-GAAP (Generally Accepted Accounting Principles) measures and are used to supplement measures in accordance with GAAP. Our non-GAAP measures may be calculated differently from those provided by other companies, limiting their usefulness for comparison purposes. Non-GAAP measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
Days sales outstanding (“DSO”) represents the number of days that sales remain unpaid for the period being reported. DSO is calculated by dividing average net sales per day (based on a rolling three-month period) into trade accounts receivable, net of allowances at the period end. Although secondary supplier revenues are recorded on a net basis (net of secondary supplier expense), secondary supplier revenue is included in the daily sales calculation in order to properly reflect the gross revenue amounts billed to the customer.
NM (not meaningful) in the following tables is used in place of percentage changes where: the change is in excess of 500%, the change involves a comparison between earnings and loss amounts, or the comparison amount is zero.
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Results of Operations
Total Company
(Dollars in millions)
Second Quarter June Year-to-Date
2025 2024 % Change 2025 2024 % Change
Revenue from services $ 1,101.8 $ 1,057.5 4.2 % $ 2,266.7 $ 2,102.6 7.8 %
Gross profit 225.5 213.7 5.5 462.0 419.4 10.2
SG&A expenses excluding integration, realignment, and restructuring charges and depreciation and amortization 188.8 174.7 8.0 391.0 352.7 10.8
Integration, realignment and restructuring charges 6.0 4.3 40.2 16.7 6.6 152.9
Total SG&A expenses excluding depreciation and amortization 194.8 179.0 8.8 407.7 359.3 13.4
Depreciation and amortization 12.5 12.5 (0.1) 25.3 22.7 11.4
Total SG&A expenses 207.3 191.5 8.2 433.0 382.0 13.3
(Gain) loss on sale of EMEA staffing operations (4.0) 10.0 (139.3) (4.0) (1.6) (139.3)
Gain on sale of assets — (5.5) NM — (5.5) NM
Asset impairment charge — 5.5 NM — 5.5 NM
Earnings from operations 22.2 12.2 81.0 33.0 39.0 (15.5)
Gain on forward contract — — NM — 1.2 NM
Other income (expense), net (2.3) (6.5) 65.0 (5.5) (4.7) (15.8)
Earnings before taxes 19.9 5.7 249.1 27.5 35.5 (22.6)
Income tax expense 0.9 1.1 (23.8) 2.7 5.1 (48.0)
Net earnings $ 19.0 $ 4.6 314.7 % $ 24.8 $ 30.4 (18.3) %
Gross profit rate 20.5 % 20.2 % 0.3 pts. 20.4 % 19.9 % 0.5 pts.
Second Quarter Results
Revenue from services in the second quarter increased 4.2%, which was primarily driven by the acquisition of MRP in May 2024. Excluding the impact from the acquisitions, revenue from services decreased 3.3% year-over-year with decreases in the ETM and SET segments partially offset by an increase in the Education segment. Compared to the second quarter of 2024 and excluding the impact from the acquisitions, revenue from staffing services decreased 3.4% and revenue from outcome-based services decreased 5.5%. Revenue from talent solutions increased 2.3% and permanent placement revenue decreased 8.7% from the prior year, excluding the impact from the acquisition.
Gross profit increased 5.5% largely driven by the acquisition of MRP. Excluding the impact from the acquisition, gross profit decreased 5.1%. The gross profit rate increased 30 basis points to 20.5% primarily due to a 70 basis point increase due to the acquisition of MRP, partially offset by a 30 basis point decrease related to business mix and other and a 10 basis point decrease related to lower permanent placement fees. Permanent placement revenue has very low direct costs of services and has a disproportionate impact on gross profit rates. The gross profit rate decreased in the ETM and SET segments excluding the acquisition and was flat year-over-year in the Education segment.
Total SG&A expenses increased 8.2%, primarily due to the acquisition of MRP. Excluding the impact of the acquisition, SG&A expenses decreased 2.2%. SG&A expenses in the second quarter of 2025 include $6.0 million of integration and realignment costs related to initiatives to integrate MRP and other prior acquisitions, consolidating operating segments, and further aligning processes and technology across the Company, $0.2 million of executive transition charges and $0.1 million of transaction costs related to the sale of our EMEA staffing operations. Included in SG&A expenses in the second quarter of 2024 were $4.3 million of transformation and restructuring charges relating to 2023 initiatives and $1.6 million of transaction costs related to the sale of our EMEA staffing operations. Excluding the impact from the acquisition, as well as integration and realignment, transaction, executive transition, and restructuring and transformation charges—and excluding depreciation and amortization—SG&A expenses decreased 1.1% from the prior year.
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The gain and loss on sale of EMEA staffing operations relates to the January 2024 sale. In the second quarter of 2025, we have recognized a gain of $4.0 million upon settlement of working capital and other adjustments. The loss on sale of EMEA staffing operations in the second quarter of 2024 relates to a net working capital adjustment of $10.0 million.
Income tax expense was $0.9 million for the second quarter of 2025 compared to $1.1 million for the second quarter of 2024, with the change primarily due to changes in pretax income, non-deductible transaction costs in 2024 and the impact of the sale of EMEA staffing operations in both years.
June Year-to-Date Results
Revenue from services in the first six months of 2025 increased 7.8%, which was primarily driven by the acquisition of MRP in May 2024. Excluding the impact from the acquisitions, revenue from services decreased 1.6% year-over-year with decreases in the ETM and SET segments partially offset by an increase in the Education segment. Compared to the first six months of 2024 and excluding the impact from the acquisitions, revenue from staffing services decreased 1.6% and revenue from outcome-based services decreased 2.9% from the prior year. Revenue from talent solutions increased 2.6% and permanent placement revenue decreased 19.8% from the prior year, excluding the impact from the acquisition.
Gross profit increased 10.2% largely driven by the acquisition of MRP. Excluding the impact from the acquisition, gross profit decreased 3.1%. The gross profit rate increased 50 basis points to 20.4% primarily due to an 80 basis point increase due to the acquisition of MRP, partially offset by a 20 basis point decrease related to business mix and other and a 10 basis point decrease related to lower permanent placement fees. The gross profit rate decreased in the ETM and SET segments excluding the acquisition and increased in the Education segment.
Total SG&A expenses increased 13.3%, primarily due to the acquisition of MRP. Excluding the impact of the acquisition, SG&A expenses decreased 0.7%. SG&A expenses in the first six months of 2025 include $16.7 million of integration and realignment costs related to initiatives to integrate MRP and other prior acquisitions, consolidating operating segments, and further aligning processes and technology across the Company, $0.5 million of executive transition charges and $0.4 million of transaction costs related to the sale of our EMEA staffing operations. Included in SG&A expenses in the first six months of 2024 were $7.1 million of transaction costs related to the sale of our EMEA staffing operations and $6.6 million of transformation and restructuring charges relating to 2023 initiatives. Excluding the impact from the acquisition, as well as integration and realignment, transaction, executive transition, and restructuring and transformation charges-and excluding depreciation and amortization-SG&A expenses were flat to the prior year.
The gain on sale of EMEA staffing operations relates to the January 2024 sale. In the second quarter of 2025, we have recognized a gain of $4.0 million upon the settlement of working capital and other adjustments and previously recognized a gain of $1.6 million in the first six months of 2024. The gain on sale of assets represents the sale of the Company's Ayers Group in the second quarter of 2024 for which we recognized a gain of $5.5 million in the first six months of 2024.
Impairment of assets in the first six months of 2024 represents the impairment of certain right-of-use assets related to our leased headquarters facility.
Gain on forward contract of $1.2 million represents the gain recognized in the first quarter of 2024 for the settlement of the foreign currency forward contract in January 2024 that was entered into in 2023 relating to the sale of the EMEA staffing operations.
Income tax expense was $2.7 million for the first six months of 2025 compared to an income tax expense of $5.1 million for the first six months of 2024 with the change primarily due to changes in pretax income, non-deductible transaction costs in 2024 and the impact of the sale of the EMEA staffing operations in both years.
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Operating Results By Segment
(Dollars in millions)
Second Quarter June Year-to-Date
2025 2024 % Change 2025 2024 % Change
Revenue from Services:
Enterprise Talent Management $ 520.2 $ 541.2 (3.9) % $ 1,054.2 $ 1,065.3 (1.0) %
Science, Engineering & Technology 317.3 265.7 19.4 639.7 497.3 28.6
Education 265.3 251.1 5.6 574.3 541.0 6.1
Less: Intersegment revenue (1.0) (0.5) 90.2 (1.5) (1.0) 41.3
Consolidated Total $ 1,101.8 $ 1,057.5 4.2 % $ 2,266.7 $ 2,102.6 7.8 %
Second Quarter Results
ETM revenue includes the impact from the addition of the Sevenstep business, which represents the talent solutions business that was acquired as part of the MRP acquisition. Revenue excluding the acquisition decreased 5.1% from the prior year. Revenue from staffing services decreased 7.7% resulting from lower hours volume primarily at certain large customers and revenue from outcome-based services decreased 6.2% due primarily from lower demand for our contact-center solutions, which were offset by an increase of 2.3% in talent solutions, excluding the acquisition. Permanent placement fees increased 27.2%.
The increase in SET revenue from services was primarily driven by the acquisition of MRP staffing and outcome-based solutions businesses. Excluding the acquisition, revenue from services decreased 8.5% primarily driven by declines in hours volume in our staffing specialties largely from changes in demand related to U.S. federal government contractors. Excluding the acquisition, revenue in our outcome-based services decreased 4.5%. Permanent placement fees decreased, reflecting continued lower market demand.
The increase in Education revenue from services was driven by the impact of improved fill rates on stable demand for our services as compared to a year ago.
June Year-to-Date Results
ETM revenue includes the impact from the addition of the Sevenstep business. Revenue excluding the acquisition decreased 2.6%. Revenue from staffing services decreased 4.8% resulting from lower hours volume primarily at certain large customers and revenue from outcome-based services decreased 2.2% due primarily from lower demand for our contact-center solutions, which were offset by an increase of 2.6% in talent solutions, excluding the acquisition.
The increase in SET revenue from services was primarily driven by the acquisition of MRP staffing and outcome-based solutions businesses. Excluding the acquisition, revenue from services decreased 7.8% primarily driven by declines in hours volume in our staffing specialties largely from changes in demand related to U.S. federal government contractors. Excluding the acquisition, revenue in our outcome-based services decreased 3.9%. Permanent placement fees decreased, reflecting continued lower market demand.
The increase in Education revenue from services was driven by the impact of higher fill rates and higher bill rates on stable demand for our services as compared to a year ago, partially offset by the impact of weather-related school closures early in the year.
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Operating Results By Segment (continued)
(Dollars in millions)
Second Quarter June Year-to-Date
2025 2024 Change 2025 2024 Change
Gross Profit:
Enterprise Talent Management $ 104.0 $ 109.0 (4.6) % $ 212.0 $ 215.2 (1.5) %
Science, Engineering & Technology 82.4 67.8 21.5 164.7 125.2 31.5
Education 39.1 36.9 6.1 85.3 79.0 8.1
Consolidated Total $ 225.5 $ 213.7 5.5 % $ 462.0 $ 419.4 10.2 %
Gross Profit Rate:
Enterprise Talent Management 20.0 % 20.1 % (0.1) pts. 20.1 % 20.2 % (0.1) pts.
Science, Engineering & Technology 26.0 25.5 0.5 25.7 25.2 0.5
Education 14.7 14.7 — 14.9 14.6 0.3
Consolidated Total 20.5 % 20.2 % 0.3 pts. 20.4 % 19.9 % 0.5 pts.
Second Quarter Results
Gross profit for ETM decreased on lower revenue volume. Factors impacting the gross profit rate included the impact of changes in business mix and higher employee-related costs which reduced the gross profit rate by 50 basis points, partially offset by higher permanent placement fees which increased the gross profit rate by 20 basis points. There was an additional 20 basis point increase due to the addition of the Sevenstep business.
The SET gross profit increased primarily as a result of the acquisition of the MRP staffing and outcome-based solutions businesses. The change in the SET gross profit rate was driven by a 60 basis point increase due to the MRP acquisition, which generates higher gross profit rates, and 40 basis points reflecting favorable business mix and employee-related costs, partially offset by a 50 basis point decrease as a result of lower permanent placement fees.
Gross profit for the Education segment increased on higher revenue volume. The gross profit rate was flat to the prior year.
June Year-to-Date Results
Gross profit for the ETM segment decreased on lower revenue volume. Factors impacting the gross profit rate included the impact of changes in business mix and employee-related costs which reduced the gross profit rate by 40 basis points, partially offset by higher permanent placement fees which increased the gross profit rate by 10 basis points. There was an additional 20 basis point increase due to the addition of the Sevenstep business.
The SET gross profit increased resulting from the acquisition of the MRP staffing and outcome-based solutions businesses. The change in the SET gross profit rate was driven by a 70 basis point increase due to the MRP acquisition, which generates higher gross profit rates, and 50 basis points reflecting favorable business mix and employee-related costs, partially offset by a 70 basis point decrease as a result of lower permanent placement fees.
Gross profit for the Education segment increased on higher revenue volume. The gross profit rate increased due primarily to favorable employee-related costs.
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Operating Results By Segment (continued)
(Dollars in millions)
Second Quarter June Year-to-Date
2025 2024 % Change 2025 2024 % Change
SG&A Expenses (excluding depreciation and amortization):
Enterprise Talent Management $ 92.9 $ 93.5 (0.7) % $ 194.1 $ 191.6 1.3 %
Science, Engineering & Technology 63.1 48.9 29.0 132.0 92.1 43.3
Education 25.5 24.2 5.6 52.4 48.2 9.0
Corporate expenses 13.3 12.4 6.7 29.2 27.4 6.3
Consolidated Total $ 194.8 $ 179.0 8.8 % $ 407.7 $ 359.3 13.4 %
Second Quarter Results
The decrease in ETM SG&A expenses excluding depreciation and amortization was primarily due to lower employee-related costs, partially offset by increases from the addition of the Sevenstep business. Excluding the acquisition, expenses decreased 3.2% from the prior year primarily due to lower employee-related costs as a result of expense management actions in response to lower revenue volume compared to the prior year, partially offset by integration and realignment charges.
The increase in SET SG&A expenses excluding depreciation and amortization was primarily due to the acquisition of MRP. Excluding the acquisition, expenses decreased 1.6% primarily due to lower employee-related costs.
The increase in Education SG&A expenses excluding depreciation and amortization primarily related to increased costs to support year-over-year revenue growth.
The increase in Corporate expenses was primarily driven by integration and realignment charges in the second quarter of 2025.
June Year-to-Date Results
The increase in ETM SG&A expenses excluding depreciation and amortization was primarily due to the addition of the Sevenstep business. Excluding the acquisition, expenses decreased 1.9% from the prior year primarily due to lower employee-related costs as a result of expense management actions in response to lower revenue volume compared to the prior year, partially offset by integration and realignment charges.
The increase in SET SG&A expenses excluding depreciation and amortization was primarily due to the acquisition of MRP. Excluding the acquisition, expenses decreased 0.8% from the prior year.
The increase in Education SG&A expenses excluding depreciation and amortization primarily related to increased employee-related and other costs to support year-over-year revenue growth.
The increase in Corporate expenses was primarily driven by integration and realignment charges in the first six months of 2025.
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Operating Results By Segment (continued)
(Dollars in millions)
Second Quarter June Year-to-Date
2025 2024 % Change 2025 2024 % Change
Business Unit Profit (Loss)
Enterprise Talent Management $ 11.1 $ 15.5 (28.5) % $ 17.9 $ 23.6 (24.0) %
Science, Engineering & Technology 19.3 18.9 2.1 32.7 33.1 (1.3)
Education 13.6 12.7 7.1 32.9 30.8 6.6
Business Unit Profit (Loss) 44.0 47.1 (6.6) 83.5 87.5 (4.6)
Corporate (13.3) (12.4) 6.7 (29.2) (27.4) 6.3
Asset impairment charge — (5.5) NM — (5.5) NM
Gain (loss) on sale of EMEA staffing operations 4.0 (10.0) 139.3 4.0 1.6 139.3
Gain (loss) on sale of assets — 5.5 NM — 5.5 NM
Depreciation and amortization (12.5) (12.5) (0.1) (25.3) (22.7) 11.4
Consolidated Total Earnings from Operations $ 22.2 $ 12.2 81.0 % $ 33.0 $ 39.0 (15.5) %
Second Quarter Results
ETM reported profit decreased versus the prior year primarily due to lower revenue and gross profit, partially offset by lower SG&A expenses. These results include the impact from the addition of the Sevenstep business.
SET reported profit increased versus the prior year primarily due to the acquisition of MRP. Excluding the acquisition, the decrease in profit was due primarily to lower revenue and gross profit, partially offset by lower SG&A expenses.
Education reported profit increased versus the prior year primarily driven by higher revenue and gross profit, partially offset by an increase in SG&A expenses.
Corporate expenses increased over the prior year primarily driven by integration and realignment charges in the second quarter of 2025.
June Year-to-Date Results
ETM reported profit decreased versus the prior year primarily due to lower revenue, gross profit and higher SG&A expenses. These results include the impact from the addition of the Sevenstep business.
SET reported profit decreased versus the prior year primarily due to the acquisition of MRP. Excluding the acquisition, the decrease in profit was due primarily to lower revenue and gross profit.
Education reported profit increased versus the prior year primarily driven by higher revenue and gross profit, partially offset by an increase in SG&A expenses.
Corporate expenses increased over the prior year primarily driven by integration and realignment charges in 2025.
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Financial Condition
Historically, we have financed our operations through cash generated by operating activities and access to credit markets. Our working capital requirements are primarily generated from temporary employee payroll, which is generally paid weekly, and customer accounts receivable, which is generally outstanding for longer periods. Since receipts from customers lag payroll to temporary employees, working capital requirements increase substantially in periods of growth. Conversely, when economic activity slows, working capital requirements may substantially decrease. This may result in an increase in our operating cash flows; however, any such increase would not be sustainable in the event that an economic downturn continued for an extended period. We also experience seasonal reductions in working capital usage in our Education business related to the summer school holidays.
As highlighted in the consolidated statements of cash flows, our liquidity and available capital resources are impacted by four key components: cash, cash equivalents and restricted cash, operating activities, investing activities and financing activities.
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash totaled $24.5 million at the end of the second quarter of 2025 and $45.6 million at year-end 2024. As further described below, we generated $119.3 million of cash from operating activities, generated $24.7 million of cash from investing activities and used $172.7 million of cash for financing activities.
Operating Activities
In the first six months of 2025, we generated $119.3 million of net cash from operating activities, as compared to generating $32.2 million in the first six months of 2024, primarily due to decreased working capital requirements as compared to the same period of the prior year.
Trade accounts receivable totaled $1.2 billion at the end of the second quarter of 2025. Global DSO was 59 d ays at both the end of the second quarter of 2025 and at year-end 2024.
Our working capital position (total current assets less total current liabilities) was $426.4 million at the end of the second quarter of 2025, a decrease of $112.6 million from year-end 2024. Excluding the decrease in cash, working capital decreased $91.6 million from year-end 2024, primarily driven by the use of cash to pay down long-term debt. The current ratio (total current assets divided by total current liabilities) was 1.5 at the end of the second quarter of 2025 and 1.7 at year-end 2024.
Investing Activities
In the first six months of 2025, we generated $24.7 million of cash from investing activities, as compared to using $353.1 million in the first six months of 2024. Included in cash from investing activities in the first six months of 2025 is $21.8 million of cash from the sale of EMEA staffing operations and $6.4 million of cash from the sale of the PersolKelly investment, partially offset by $4.5 million of cash used for capital expenditures. I ncluded in the cash used for investing activities in the first six months of 2024 is $427.4 million used for the acquisition of MRP, $6.7 million of cash used for capital expenditures and a $2.4 million payment for the settlement of forward contracts. These outflows were partially offset by $77.1 million of p roceeds from sale of EMEA staffing operations, net of cash disposed, and $4.4 million of proceeds from the sale of assets.
Financing Activities
We used $172.7 million of cash for financing activities in the first six months of 2025, as compared to generating $201.6 million in the first six months of 2024. The change in cash used for financing activities was driven by net repayments of $165.1 million on our credit facilities in the first six months of 2025 compared to net proceeds of $210.4 million on our credit facilities in the first six months of 2024. Divi dends paid per common share were $0.075 in each of the first two quarters of 2025 and 2024.
Debt-to-total capital (total debt reported in the consolidated balance sheet divided by total debt plus stockholders’ equity) is a common ratio to measure the relative capital structure and leverage of the Company. Our ratio of debt-to-total capital was 5.5% at the end of the second quarter of 2025 and 16.2% at year-end 2024.
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Critical Accounting Estimates
For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K.
Contractual Obligations and Commercial Commitments
There were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K. We have no material unrecorded commitments, losses, contingencies or guarantees associated with any related parties or unconsolidated entities.
Liquidity
We expect to meet our ongoing short-term and long-term cash requirements principally through cash generated from operations, available cash and equivalents and our credit facilities. Additional funding sources could include additional bank facilities or sale of non-core assets. To meet significant cash requirements related to our nonqualified retirement plan, we may utilize proceeds from Company-owned life insurance policies.
We have historically managed our cash and debt closely to optimize our capital structure. As our cash balances build, we tend to pay down debt as appropriate, unless it is needed for organic or inorganic investments that align with our overall growth strategy. Conversely, when working capital needs grow, we tend to use corporate cash and cash available in the global cash pooling arrangement (the “Cash Pool”) first, and then access our borrowing facilities. We expect our working capital requirements to increase if demand for our services increases.
We assess and monitor our liquidity and capital resources globally. We use the Cash Pool, intercompany loans, dividends, capital contributions, and local lines of credit to meet funding needs and allocate our capital resources among our various subsidiaries. We periodically review our foreign subsidiaries’ cash balances and projected cash needs. As part of those reviews, we may identify cash that we feel should be repatriated to optimize our overall capital structure. As of the end of the second quarter of 2025, these reviews have not resulted in specific plans to repatriate a majority of our international cash balances. Following the sale of our EMEA staffing operations completed in the first quarter of 2024, discussed below, we continue to provide MSP, RPO and Functional Service Provider solutions in the EMEA region. Therefore, we expect much of our remaining international cash will be needed to fund working capital growth in our local operations.
On January 2, 2024, we completed the sale of our EMEA staffing operations to Gi Group Holdings S.P.A. and received cash proceeds of $110.6 million or $77.1 million net of cash disposed. In the second quarter of 2025, we received proceeds of $21.8 million from Gi in connection with the previously recorded receivable, which was fully settled as of the second quarter-end 2025. We will not receive any proceeds from the contingent consideration opportunity associated with the transaction. See the Acquisitions and Disposition footnote in the notes to our consolidated financial statements for more details.
On May 31, 2024, we indirectly acquired 100% of the equity interests in MRP for a purchase price of $425.0 million. Under terms of the agreement, the purchase price was adjusted for estimated cash held by MRP at the closing date and estimated working capital adjustments, resulting in us paying cash of $440.0 million, funded with cash on hand and available credit facilities. Per the terms of the agreement, there was an earnout with a maximum potential cash payment of $60.0 million due to the seller in the second quarter of 2025. The earnout period concluded in the first quarter of 2025 and no further liability will be recognized. See the Acquisitions and Disposition footnote in the notes to our consolidated financial statements for more details.
As of second quarter-end 2025, we had $130.0 million of available capacity on our $150.0 million revolving credit facility and $153.1 million of available capacity on our $250.0 million securitization facility. The revolving credit facility carried $20.0 million of long-term borrowings on the term benchmark line of credit. The securitization facility carried $54.3 million of long-term borrowings and $42.6 million of standby letters of credit related to workers’ compensation. The credit facilities also include an accordion feature to increase our combined borrowing capacity by $250.0 million. On July 17, 2024, we entered into interest rate swaps that effectively locked in the variable Secured Overnight Financing Rate (“SOFR”) component of our interest rate for a portion of the long-term borrowings on the Securitization Facility. The 12-month interest rate swap was settled early with the final payment made in June 2025. As of second quarter-end 2025, we recorded a liability totaling $0.1 million related to the mark-to-market fair value change of the interest rate swaps. See the Fair Value Measurements footnote and the Debt footnote in the notes to our consolidated financial statements for more details.
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Together, the revolving credit and securitization facilities provide us with committed funding capacity that may be used for general corporate purposes subject to financial covenants and restrictions. We believe our cash flow from operations, the availability of liquidity under our credit facilities, including the accordion feature which allows us to increase our borrowing capacity and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements, while maintaining sufficient liquidity for normal operating purposes. As of second quarter-end 2025, we met the debt covenants related to our revolving credit facility and securitization facility.
As of second quarter-end of 2025, we had additional unsecured, uncommitted short-term local credit facilities totaling $3.2 million, under which we had no borrowings. Details of our debt facilities are contained in the Debt footnote in the notes to our consolidated financial statements.
We monitor the credit ratings of our banking partners on a regular basis and have regular discussions with them. Based on our reviews and communications, we believe the risk of one or more of our banks not being able to honor commitments is insignificant. We also review the ratings and holdings of our money market funds and other investment vehicles regularly to ensure high credit quality and access to our invested cash.
Forward-Looking Statements
Certain statements contained in this report and in our investor conference call related to these results are “forward-looking” statements within the meaning of the applicable securities laws and regulations. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations or negatives thereof or by similar or comparable words or phrases. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by us that may be provided by management, including oral statements or other written materials released to the public, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about our Company and economic and market factors in the countries in which we do business, among other things. These statements are not guarantees of future performance, and we have no specific intention to update these statements.
Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause our actual performance and future events and actions to differ materially from such forward-looking statements include, but are not limited to, (i) changing market and economic conditions, (ii) disruption in the labor market and weakened demand for human capital resulting from technological advances, loss of large corporate customers and government contractor requirements, (iii) the impact of laws and regulations (including federal, state and international tax laws), (iv) unexpected changes in claim trends on workers’ compensation, unemployment, disability and medical benefit plans, (v) litigation and other legal liabilities (including tax liabilities) in excess of our estimates, (vi) our ability to achieve our business's anticipated growth strategies, (vii) our future business development, results of operations and financial condition, (viii) damage to our brands, (ix) dependency on third parties for the execution of critical functions, (x) conducting business in foreign countries, including foreign currency fluctuations, (xi) availability of temporary workers with appropriate skills required by customers, (xii) cyberattacks or other breaches of network or information technology security, and (xiii) other risks, uncertainties and factors discussed in this report and in our other filings with the Securities and Exchange Commission. Actual results may differ materially from any forward-looking statements contained herein, and we undertake no duty to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Certain risk factors are discussed more fully under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K.
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