8-K for Press Release




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2012
 
HUDSON GLOBAL, INC.
(Exact name of registrant as specified in charter)
 
 
Delaware
 
000-50129
 
59-3547281
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

560 Lexington Avenue
New York, NY 10022
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code (212) 351-7300
N/A
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)








ITEM 2.02.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On July 31, 2012, Hudson Global, Inc. issued a press release announcing its financial results for the three months ended June 30, 2012. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
 
Included in Exhibit 99.1 are references to “liquidity.” The company believes that this non-GAAP measure provides investors useful information about its combined available cash and borrowing capacity.
 
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Financial Statements.
None.
 
(b) Pro Forma Financial Information.
None.
 
(c) Shell Company Transactions
None.
 
(d) Exhibits
99.1    Press Release of Hudson Global, Inc. issued on July 31, 2012.

 








SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
HUDSON GLOBAL, INC.
 (Registrant)
 
 
 
By:
/s/ MARY JANE RAYMOND
 
Mary Jane Raymond
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Dated:
July 31, 2012








Hudson Global, Inc.
Current Report on Form 8-K
 
Exhibit Index


Exhibit Number
 
Description
99.1
 
Press Release of Hudson Global, Inc. issued on July 31, 2012.
 
 
 




HSON 2012.7.31-Exhibit 99.1



Exhibit 99.1

                    
For Immediate Release 
 
Contact:
 
David F. Kirby
 
 
 
 
Hudson
 
 
 
 
212-351-7216
 
 
 
 
david.kirby@hudson.com


Hudson Global Reports 2012 Second Quarter Results

 
NEW YORK, NY - July 31, 2012 - Hudson Global, Inc. (Nasdaq: HSON), a leading global talent solutions company, today announced financial results for the second quarter ended June 30, 2012.
 
2012 Second Quarter Summary

Revenue of $204.8 million, a decrease of 17.2 percent from the second quarter of 2011, or 13.8 percent in constant currency.

Gross margin of $77.1 million or 37.6 percent of revenue, representing a 19.3 percent decrease from the same period last year, or 15.3 percent in constant currency.

Adjusted EBITDA* of $3.7 million, compared with adjusted EBITDA of $8.1 million in the second quarter of 2011.

Restructuring charges of $5.1 million in the second quarter of 2012.

EBITDA* loss of $1.9 million, compared with EBITDA of $7.7 million in the second quarter of 2011.

Net income of $0.4 million, or $0.01 per basic and diluted share, compared with net income of $4.2 million, or $0.13 per basic and diluted share, for the second quarter of 2011. Net income included $3.0 million of tax benefit resulting from the settlement of the company's state tax appeal.

* EBITDA and adjusted EBITDA are defined in the segment tables at the end of this release.

“Our second quarter performance continued to be challenged by deteriorating global economic conditions,” said Manuel Marquez, chairman and chief executive officer at Hudson.  “During the quarter, we took substantive actions to accelerate our strategic transformation and better navigate the economic environment we face today.  We focused on key businesses and made important progress in streamlining our operations.  Our teams around the world made a concerted effort to execute on our plan, allowing us to advance our long-term goals while meeting our expected second quarter financial results.”

1



    

“The actions implemented in the second quarter significantly helped offset the impact of our gross margin decline and preserve our liquidity,” said Mary Jane Raymond, Hudson's chief financial officer. “The most important element of our actions has been to advance a leaner front office model, allowing progress toward an overall more efficient operating structure.”


Strategic Transformation
The company announced in May that the strategic transformation launched in 2011 would be fast-tracked during 2012. That accelerated plan focused on:

Redirecting resources to, and driving sustainable growth from, high potential strategic businesses, RPO and eDiscovery, and focusing on the growth markets of the world.

Optimizing its operations in underperforming sectors and markets to deliver improved performance, re-engineering its delivery model, and consolidating operations globally.

Streamlining its back office support areas and business processes, and establishing a shared services operation and global centers of excellence, to gain significant efficiencies of operation.

The actions during the second quarter consolidated five offices around the globe and eliminated 160 positions, resulting in a restructuring charge of $5 million. Year to date, the company has eliminated 180 positions, or 8 percent of the company's total employee base, resulting in a $6 million charge. During 2012, the total restructuring charge is expected to be $8 million to $10 million, including $1 million to $2 million in the third quarter. Cost savings are expected to offset 50 percent of the charge in 2012, with annualized cost savings of twice the charge expected.

As part of that plan to reposition the business, the company took these specific actions in the second quarter:
Moved leaders into key positions in high potential businesses and markets including RPO, Legal eDiscovery and Asia.
Re-focused field operations on its largest clients around the globe, shifting responsibilities and streamlining the delivery model.
Sharpened the focus of the IT Practice in the Americas on its largest markets and clients, consolidating offices and reducing headcount.
Reduced management and support services in underperforming markets in France, U.K., Middle East and Financial Solutions in the Americas.
Removed organizational layers and associated support positions in Asia Pacific to get management closer to the client.
Streamlined back office operations in the Americas and Asia Pacific.
Established shared services in select locations around the world.
Consolidated offices to more efficiently support the business and back office needs through the closing of 5 properties and vacating 14,000 square feet in the London office.



2




Regional Highlights

Americas

Hudson Americas' gross margin decreased 5 percent in the second quarter compared with the prior year period. Permanent recruitment gross margin grew by 41 percent, driven by strong, double-digit growth in RPO. Temporary contracting gross margin declined by 16 percent, primarily due to reduced project demand in Legal eDiscovery, compared with a strong second quarter a year ago. SG&A expenses were tightly controlled through both restructuring and strong cost management, resulting in a year-over-year reduction of 11 percent, more than double that of the decline in gross margin. As a result, adjusted EBITDA increased 33 percent from a year ago, reaching $2.5 million for the second quarter, or 5.4 percent of revenue, compared with $1.8 million a year ago. Hudson's IT business in the Americas was named Best in Staffing by the American Staffing Association for the third consecutive year.

Asia Pacific

Asia Pacific's gross margin was down 18 percent in constant currency in the second quarter from the prior year period, driven by a 24 percent decline in permanent recruitment gross margin. Talent Management continued to outperform, with double-digit gross margin growth in the quarter on increases in assessment services. SG&A decreased by 14 percent over the same period last year and headcount was reduced by 16 percent since the second quarter of 2011. Adjusted EBITDA declined to $3.7 million, or 4.8 percent of revenue, from $6.1 million in the second quarter of 2011.

Europe

Gross margin in Europe was down 16 percent in constant currency in the second quarter compared with the second quarter of 2011, as the European economic crisis continues to impact business across the region. Slower demand in the Financial Services sector remained a key contributing factor in the drop in gross margin in the U.K., while a decline in permanent recruitment in France drove continental Europe gross margin lower. Despite the debt crisis in Europe, the Netherlands continued to grow its contract solutions business and Belgium's business remained resilient. Overall SG&A and headcount were driven down 11 percent and 13 percent, respectively, from the same period a year ago. Adjusted EBITDA of $2.4 million, or 3.0 percent of revenue, was down from $5.5 million a year ago.

Liquidity and Capital Resources

The company ended the second quarter of 2012 with $80.3 million in liquidity, composed of $28.9 million in cash and $51.3 million in availability under its credit facilities. The company generated $8.2 million in cash flow from operations during the quarter including $3.9 million of landlord-funded leasehold improvements in Asia Pacific. The company had $1.5 million in outstanding borrowings at the end of the second quarter, compared with no borrowings at the end of the first quarter of 2012.


3



Business Outlook
    
Given deteriorating economic conditions and the continuing weakness in the financial services sector, the company expects sequential third quarter 2012 revenue to decline by as much as 7 percent. Against prior year, revenue may decline by more than 20 percent at prevailing exchange rates. The company expects third quarter 2012 adjusted EBITDA between $0 and $2 million before restructuring charges and anticipates the charge in the quarter will range from $1 million to $2 million. This compares with revenue of $245.1 million and adjusted EBITDA of $7.7 million in the third quarter of 2011.

Conference Call/Webcast

Hudson will conduct a conference call today at 9:00 a.m. ET to discuss this announcement. Individuals wishing to listen can access the webcast on the investor information section of the company's web site at Hudson.com.

The archived call will be available on the investor information section of the company's web site at Hudson.com.

About Hudson

Hudson is a global talent solutions company with expertise in leadership and specialized recruitment, contracting solutions, recruitment process outsourcing, talent management and eDiscovery. We help our clients and candidates succeed by leveraging our expertise, deep industry and market knowledge, and proprietary assessment tools and techniques. With more than 2,000 people in approximately 20 countries, and relationships with millions of specialized professionals, we bring an unparalleled ability to match talent with opportunities by assessing, recruiting, developing and engaging the best and brightest people for our clients. We combine broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve higher performance and outstanding results. More information is available at Hudson.com.

Forward-Looking Statements

This press release contains statements that the company believes to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the company's future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties and assumptions, including industry and economic conditions' that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, global economic fluctuations; risks related to fluctuations in the company's operating results from quarter to quarter; the ability of clients to terminate their relationship with the company at any time; competition in the company's markets; risks associated with the company's investment strategy; risks related to international operations, including foreign currency fluctuations; the company's ability to implement cost reduction initiatives effectively, including the recently announced restructuring program; the company's dependence on key management personnel; the company's ability to attract and retain highly skilled professionals; risks in collecting the company's accounts receivable; the negative cash flows and operating losses that the company has experienced from time to time in the past may reoccur in the future; restrictions on the company's operating flexibility due to the terms of its credit facilities; the company's heavy reliance on information systems and the impact of potentially losing or failing to develop technology; risks related to our dependence on uninterrupted service to clients; the company's exposure to employment-related claims from both clients and employers and limits on related insurance coverage; volatility of the company's stock price; the impact of government regulations;

4



and restrictions imposed by blocking arrangements. Additional information concerning these and other factors is contained in the company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this document. The company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
                    
###
Financial Tables Follow



5




HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Revenue
$
204,838

 
$
247,378

 
$
405,428

 
$
465,917

Direct costs
127,770

 
151,911

 
255,152

 
289,252

Gross margin
77,068

 
95,467

 
150,276

 
176,665

Operating expenses:
 

 
 

 
 
 
 
Selling, general and administrative expenses
73,535

 
87,405

 
147,998

 
166,213

Depreciation and amortization
1,610

 
1,636

 
3,115

 
3,213

Business reorganization expenses
5,090

 
396

 
6,030

 
747

Total operating expenses
80,235

 
89,437

 
157,143

 
170,173

Operating income (loss)
(3,167
)
 
6,030

 
(6,867
)
 
6,492

Non-operating income (expense):
 

 
 

 
 
 
 
Interest income (expense), net
(189
)
 
(375
)
 
(349
)
 
(581
)
Other income (expense), net
(369
)
 
(5
)
 
(375
)
 
482

Income (loss) before provision for income taxes
(3,725
)
 
5,650

 
(7,591
)
 
6,393

Provision for (benefit from) income taxes
(4,119
)
 
1,426

 
(4,765
)
 
2,175

Net income (loss)
$
394

 
$
4,224

 
$
(2,826
)
 
$
4,218

Earnings (loss) per share:
 

 
 

 
 
 
 
Basic
$
0.01

 
$
0.13

 
$
(0.09
)
 
$
0.13

Diluted
$
0.01

 
$
0.13

 
$
(0.09
)
 
$
0.13

Weighted-average shares outstanding:
 

 
 

 
 
 
 
Basic
32,122

 
31,593

 
31,956

 
31,501

Diluted
32,486

 
32,039

 
31,956

 
31,939







6



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
 
 
 
 
 
June 30,
2012
 
December 31,
2011
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
28,935

 
$
37,302

Accounts receivable, less allowance for doubtful accounts of $1,613 and $1,772, respectively
126,026

 
131,489

Prepaid and other
13,394

 
13,132

Total current assets
168,355

 
181,923

Property and equipment, net
21,189

 
17,838

Deferred tax assets, non-current
11,499

 
8,628

Other assets
5,608

 
8,157

Total assets
$
206,651

 
$
216,546

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
10,995

 
$
12,025

Accrued expenses and other current liabilities
63,724

 
74,248

Short-term borrowings
1,460

 
3,384

Accrued business reorganization expenses
4,105

 
858

Total current liabilities
80,284

 
90,515

Other non-current liabilities
6,131

 
6,388

Deferred rent and tenant improvement contributions
8,666

 
4,479

Income tax payable, non-current
4,581

 
7,807

Total liabilities
99,662

 
109,189

Stockholders’ equity:
 

 
 

Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding

 

Common stock, $0.001 par value, 100,000 shares authorized; issued 33,280 and 32,776 shares, respectively
33

 
33

Additional paid-in capital
472,674

 
470,786

Accumulated deficit
(400,116
)
 
(397,290
)
Accumulated other comprehensive income—translation adjustments
34,694

 
34,255

Treasury stock, 61 and 79 shares, respectively, at cost
(296
)
 
(427
)
Total stockholders’ equity
106,989

 
107,357

Total liabilities and stockholders' equity
$
206,651

 
$
216,546



7



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended June 30, 2012
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
45,487

 
$
76,926

 
$
82,425

 
$

 
$
204,838

Gross margin, from external customers
 
$
12,359

 
$
31,901

 
$
32,808

 
$

 
$
77,068

Adjusted EBITDA (loss) (1)
 
$
2,452

 
$
3,720

 
$
2,440

 
$
(4,887
)
 
$
3,725

Business reorganization expenses (recovery)
 
749

 
1,007

 
3,149

 
185

 
5,090

Office integration expense
 

 
190

 

 

 
190

Non-operating expense (income),
including corporate administration charges
 
945

 
1,901

 
1,596

 
(4,073
)
 
369

EBITDA (loss) (1)
 
758

 
622

 
(2,305
)
 
(1,001
)
 
(1,926
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,610

Interest expense (income), net
 
 
 
 
 
 
 
 
 
189

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(4,119
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
394

 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended June 30, 2011
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
50,912

 
$
96,275

 
$
100,191

 
$

 
$
247,378

Gross margin, from external customers
 
$
13,021

 
$
40,218

 
$
42,228

 
$

 
$
95,467

Adjusted EBITDA (loss) (1)
 
$
1,838

 
$
6,099

 
$
5,522

 
$
(5,397
)
 
$
8,062

Business reorganization expenses (recovery)
 

 

 
396

 

 
396

Office integration expense
 

 

 

 

 

Non-operating expense (income),
including corporate administration charges
 
678

 
2,289

 
2,391

 
(5,353
)
 
5

EBITDA (loss) (1)
 
$
1,160

 
$
3,810

 
$
2,735

 
$
(44
)
 
$
7,661

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,636

Interest expense (income), net
 
 
 
 
 
 
 
 
 
375

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
1,426

Net income (loss)
 
 
 
 
 
 
 
 
 
$
4,224


1.
Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income, goodwill and other impairment charges, business reorganization expenses and other expenses (“Adjusted EBITDA”) are presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Furthermore, EBITDA and adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.


8



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE (continued)
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended March 31, 2012
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
45,170

 
$
74,263

 
$
81,157

 
$

 
$
200,590

Gross margin, from external customers
 
$
11,831

 
$
29,313

 
$
32,064

 
$

 
$
73,208

Adjusted EBITDA (loss) (1)
 
$
275

 
$
2,124

 
$
1,415

 
$
(4,754
)
 
$
(940
)
Business reorganization expenses (recovery)
 
20

 
67

 
720

 
133

 
940

Office integration expense
 

 
316

 

 

 
316

Non-operating expense (income),
including corporate administration charges
 
746

 
1,733

 
1,782

 
(4,256
)
 
5

EBITDA (loss) (1)
 
$
(491
)
 
$
8

 
$
(1,087
)
 
$
(631
)
 
$
(2,201
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,505

Interest expense (income), net
 
 
 
 
 
 
 
 
 
161

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(646
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(3,221
)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended September 30, 2011
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
47,691

 
$
100,637

 
$
96,753

 
$

 
$
245,081

Gross margin, from external customers
 
$
13,662

 
$
41,201

 
$
38,129

 
$

 
$
92,992

Adjusted EBITDA (loss) (1)
 
$
1,956

 
$
7,069

 
$
3,893

 
$
(5,233
)
 
$
7,685

Business reorganization expenses (recovery)
 

 

 

 

 

Office integration expense
 

 

 

 

 

Non-operating expense (income),
including corporate administration charges
 
497

 
1,846

 
1,873

 
(3,980
)
 
236

EBITDA (loss) (1)
 
$
1,459

 
$
5,223

 
$
2,020

 
$
(1,253
)
 
$
7,449

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,537

Interest expense (income), net
 
 
 
 
 
 
 
 
 
328

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
2,202

Net income (loss)
 
 
 
 
 
 
 
 
 
3,382


1.
Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income, goodwill and other impairment charges, business reorganization expenses and other expenses (“Adjusted EBITDA”) are presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Furthermore, EBITDA and adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.

9



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - YEAR TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Six Months Ended June 30, 2012
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
90,656

 
$
151,189

 
$
163,583

 
$

 
$
405,428

Gross margin, from external customers
 
$
24,189

 
$
61,214

 
$
64,873

 
$

 
$
150,276

Adjusted EBITDA (loss) (1)
 
$
2,727

 
$
5,842

 
$
3,855

 
$
(9,640
)
 
$
2,784

Business reorganization expenses (recovery)
 
769

 
1,074

 
3,869

 
318

 
6,030

Office integration expense
 

 
506

 

 

 
506

Non-operating expense (income),
including corporate administration charges
 
1,691

 
3,632

 
3,377

 
(8,325
)
 
375

EBITDA (loss) (1)
 
$
267

 
$
630

 
$
(3,391
)
 
$
(1,633
)
 
$
(4,127
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
3,115

Interest expense (income), net
 
 
 
 
 
 
 
 
 
349

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(4,765
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(2,826
)
 
 
 
 
 
 
 
 
 
 
 
For The Six Months Ended June 30, 2011
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
96,725

 
$
175,291

 
$
193,901

 
$

 
$
465,917

Gross margin, from external customers
 
$
23,379

 
$
72,122

 
$
81,164

 
$

 
$
176,665

Adjusted EBITDA (loss) (1)
 
$
2,042

 
$
9,250

 
$
9,658

 
$
(10,498
)
 
$
10,452

Business reorganization expenses (recovery)
 

 

 
747

 

 
747

Office integration expense
 

 

 

 

 

Non-operating expense (income),
including corporate administration charges
 
1,261

 
3,428

 
4,001

 
(9,172
)
 
(482
)
EBITDA (loss) (1)
 
$
781

 
$
5,822

 
$
4,910

 
$
(1,326
)
 
$
10,187

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
3,213

Interest expense (income), net
 
 
 
 
 
 
 
 
 
581

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
2,175

Net income (loss)
 
 
 
 
 
 
 
 
 
$
4,218


1.
Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income, goodwill and other impairment charges, business reorganization expenses and other expenses (“Adjusted EBITDA”) are presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Furthermore, EBITDA and adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.

10



HUDSON GLOBAL, INC.
RECONCILIATION FOR CONSTANT CURRENCY
(in thousands)
(unaudited)

The company operates on a global basis, with the majority of our gross margin generated outside of the United States. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations. Constant currency information compares financial results between periods as if exchange rates had remained constant period-over-period. The company currently defines the term “constant currency” to mean that financial data for a previously reported period are translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Changes in revenue, gross margin, selling, general and administrative expenses ("SG&A"), business reorganization expenses and other non-operating income (expense), operating income (loss) and EBITDA (loss) include the effect of changes in foreign currency exchange rates. Variance analysis usually describes period-to-period variances that are calculated using constant currency as a percentage. The company’s management reviews and analyzes business results in constant currency and believes these results better represent the company’s underlying business trends. The company believes that these calculations are a useful measure, indicating the actual change in operations. There are no significant gains or losses on foreign currency transactions between subsidiaries. Therefore, changes in foreign currency exchange rates generally impact only reported earnings.
 
Three Months Ended
 
June 30,
 
2012
 
2011
 
As
 
As
 
Currency
 
Constant
 
reported
 
reported
 
translation
 
currency
Revenue:
 

 
 

 
 

 
 

Hudson Americas
$
45,487

 
$
50,912

 
$
(19
)
 
$
50,893

Hudson Asia Pacific
76,926

 
96,275

 
(4,038
)
 
92,237

Hudson Europe
82,425

 
100,191

 
(5,554
)
 
94,637

Total
$
204,838

 
$
247,378

 
$
(9,611
)
 
$
237,767

Gross margin:
 

 
 

 
 

 
 

Hudson Americas
$
12,359

 
$
13,021

 
$
(19
)
 
$
13,002

Hudson Asia Pacific
31,901

 
40,218

 
(1,477
)
 
38,741

Hudson Europe
32,808

 
42,228

 
(2,952
)
 
39,276

Total
$
77,068

 
$
95,467

 
$
(4,448
)
 
$
91,019

SG&A and other non-operating income (expense) (1):
 
 

 
 

 
 

Hudson Americas
$
10,846

 
$
11,856

 
$
(24
)
 
$
11,832

Hudson Asia Pacific
30,263

 
36,361

 
(1,220
)
 
35,141

Hudson Europe
31,979

 
39,149

 
(2,790
)
 
36,359

Corporate
816

 
44

 
(2
)
 
42

Total
$
73,904

 
$
87,410

 
$
(4,036
)
 
$
83,374

Business reorganization expenses:
 

 
 

 
 

 
 

Hudson Americas
$
749

 
$

 
$

 
$

Hudson Asia Pacific
1,007

 

 

 

Hudson Europe
3,149

 
396

 
(15
)
 
381

Corporate
185

 

 

 

Total
$
5,090

 
$
396

 
$
(15
)
 
$
381

Operating income (loss):
 
 

 
 

 
 

Hudson Americas
$
1,426

 
$
1,658

 
$
1

 
$
1,659

Hudson Asia Pacific
1,730

 
5,311

 
(285
)
 
5,026

Hudson Europe
(1,062
)
 
4,705

 
(298
)
 
4,407

Corporate
(5,261
)
 
(5,644
)
 
6

 
(5,638
)
Total
$
(3,167
)
 
$
6,030

 
$
(576
)
 
$
5,454

EBITDA (loss):
 

 
 

 
 

 
 

Hudson Americas
$
758

 
$
1,160

 
$
3

 
$
1,163

Hudson Asia Pacific
622

 
3,810

 
(260
)
 
3,550

Hudson Europe
(2,305
)
 
2,735

 
(149
)
 
2,586

Corporate
(1,001
)
 
(44
)
 
5

 
(39
)
Total
$
(1,926
)
 
$
7,661

 
$
(401
)
 
$
7,260

1.
SG&A and other non-operating income (expense) is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Condensed Consolidated Statements of Operations: Selling, general and administrative expenses and other income (expense), net. Corporate management service allocations are included in the segments’ other income (expense).

11