HSON 2014.12.31-8K for Earnings 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): February 26, 2015
 
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 February 26, 2015, Hudson Global, Inc. issued a press release announcing its financial results for the full year and three months ended December 31, 2014. 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 February 26, 2015.









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/ STEPHEN A. NOLAN
 
Stephen A. Nolan
 
Executive Vice President, Chief Financial Officer
 
and Controller
 
 
 
 
Date:
February 26, 2015









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


Exhibit Number
 
Description
99.1
 
Press Release of Hudson Global, Inc. issued on February 26, 2015.



HSON 2014.12.31-8K Exhibit 99.1



Exhibit 99.1

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

Hudson Global Reports 2014 Fourth Quarter and Full-Year Results

NEW YORK, NY - February 26, 2015 - Hudson Global, Inc. (Nasdaq: HSON), a leading global talent solutions company, today announced financial results for the fourth quarter and full-year ended December 31, 2014.

2014 Fourth Quarter Summary

Revenue of $136.7 million, a decrease of 2.4 percent from the fourth quarter of 2013, and an increase of 2.8 percent in constant currency.

Gross margin of $53.3 million or 39.0 percent of revenue, an increase of 0.8 percent from the same period in 2013, or 6.4 percent in constant currency.

Adjusted EBITDA* loss of $2.4 million, compared with adjusted EBITDA loss of $2.0 million in the fourth quarter of 2013.

Restructuring charges of $1.8 million, asset impairments of $0.7 million and other income of $0.5 million in the fourth quarter of 2014.

Net loss from continuing operations of $3.5 million, or $0.11 per basic and diluted share, compared with net loss of $10.3 million, or $0.32 per basic and diluted share, for the fourth quarter of 2013.
        
Net income** of $2.7 million, or $0.08 per basic and diluted share, compared with net loss of $11.3 million, or $0.35 per basic and diluted share, for the fourth quarter of 2013.


2014 Full-Year Summary

Revenue of $581.2 million, an increase of 3.3 percent from 2013, or 3.5 percent in constant currency.

Gross margin of $222.8 million, or 38.3 percent of revenue, an increase of 6.4 percent from 2013, or 7.1 percent in constant currency.

Adjusted EBITDA* loss of $7.5 million, compared with adjusted EBITDA loss of $14.4 million in 2013.

1




Restructuring charges of $3.8 million, asset impairments of $0.7 million and other income of $0.2 million in 2014.

Net loss from continuing operations of $15.8 million, or $0.48 per basic and diluted share, compared with net loss of $30.2 million, or $0.93 per basic and diluted share, in 2013.

Net loss** of $13.2 million, or $0.40 per basic and diluted share, compared with net loss of $30.4 million, or $0.94 per basic and diluted share, in 2013.

* Adjusted EBITDA are defined in the segment tables at the end of this release.
** Includes continuing and discontinued operations.

"We delivered our fourth consecutive quarter of constant currency revenue and gross margin growth," said Manolo Marquez, chairman and chief executive officer at Hudson. "In 2014, we realized double-digit constant currency growth in Recruitment Process Outsourcing (RPO), talent management and permanent recruitment. We have made meaningful progress in the company’s transformation, narrowed our focus on our core business lines with the sale of Legal eDiscovery and further strengthened our path to profitability."

Stephen Nolan, chief financial officer at Hudson said, “We are encouraged by the growth we are experiencing in most of our key markets and the benefits of our cost reduction actions. With strong liquidity and a focus on core markets, we are committed to delivering positive adjusted EBITDA in 2015."

Strategic Actions    

The company's strategic actions are focused on driving consistent, sustainable growth and profitability. To accelerate the implementation of the company's strategy, we have engaged in the following initiatives:
  
Investing in the core businesses and practices that present the greatest potential for profitable growth.
Further improving the company’s cost structure and efficiency of its support functions and infrastructure.
Building and differentiating the company's brand through its unique talent solutions offerings.

During the fourth quarter, the company continued to implement its strategy narrowing its focus on core businesses by divesting its Legal eDiscovery business. To better align the organization model and support profitable growth in core areas, the company continued driving cost reductions in the expense base, particularly in support and real estate, based on the recommendations of AlixPartners, LLP. The Hudson Board of Directors has approved restructuring charges of up to $11.1 million to be taken by the third quarter of 2015. This includes $4.1 million approved in December 2014 for real estate optimization costs, including real estate related to the company's former Legal eDiscovery business. During the fourth quarter the company incurred restructuring charges in continuing operations totaling $1.8 million for headcount reductions primarily in Europe and Corporate, and $2.3 million in discontinued operations primarily related to real estate exit costs. The company expects an ongoing annualized return of 1.5 to 2x on continuing operations charges.

2




The company also made investments in core markets to drive profitable growth, expanding consultant headcount by 14 percent during 2014. The productivity of new hires gradually increased during 2014 and is expected to continue improving in 2015.








3



Regional Highlights

Americas

In the fourth quarter, Hudson Americas' gross margin increased 8 percent as compared with the fourth quarter in 2013. This was driven by growth in RPO, up 46 percent in the fourth quarter against prior year, partially offset by 19 percent decline in IT. The company continues to support some stranded costs remaining in the Americas following the November 2014 sale of its eDiscovery business, which totaled approximately $0.5 million in the fourth quarter. Adjusted EBITDA declined to $0.1 million or 1.2 percent of revenue for the fourth quarter, compared with $1.2 million or 10.0 percent of revenue for the same period a year ago.

Hudson Americas' gross margin in 2014 increased 11 percent from 2013. RPO gross margin increased by 47 percent in 2014 and is now the largest gross margin practice in the Americas. In November 2014, the company sold its Legal eDiscovery business for $23 million. Adjusted EBITDA was $1.4 million, or 2.9 percent of revenue, compared with $2.3 million, or 4.5 percent of revenue, in 2013.

Asia Pacific

Hudson Asia Pacific's gross margin increased 21 percent in constant currency in the fourth quarter of 2014 from the same period in 2013. This was the fourth consecutive quarter of year-over-year gross margin growth. Results were fueled by permanent recruitment, up 40 percent, and RPO, up 17 percent, against the fourth quarter of 2013. This growth was primarily realized in China and Australia with gross margin increasing 52 percent and 16 percent, respectively, against the prior year. Asia Pacific delivered adjusted EBITDA of $0.2 million, or 0.3 percent of revenue, improving from adjusted EBITDA loss of $1.3 million in the fourth quarter of 2013.

In 2014, gross margin increased 11 percent in Hudson Asia Pacific in constant currency compared with 2013. Results were driven by 18 percent growth in permanent recruitment, 19 percent growth in RPO and 20 percent growth in talent management against 2013. Growth by country was led by Australia and China, up 12 percent and 33 percent, respectively, against prior year. During 2014, Hudson invested in additional consultants, up 24 percent from 2013, with their productivity improving throughout the year. Adjusted EBITDA was $1.9 million, or 0.8 percent of revenue, improving from adjusted EBITDA loss of $1.4 million in 2013.

Europe

During the fourth quarter of 2014, Hudson Europe's gross margin decreased 5 percent in constant currency from the fourth quarter of 2013. Continental Europe increased 1 percent in the quarter on strength in permanent recruitment and talent management, particularly in Belgium. This was offset by softer results in the UK, as permanent recruitment was particularly strong a year ago. Adjusted EBITDA of $1.8 million, or 2.8 percent of revenue, improved from $1.0 million, or 1.3 percent of revenue, in the fourth quarter of 2013.

Hudson Europe's gross margin increased 3 percent in 2014 in constant currency compared with 2013. Both Continental Europe and the UK delivered gross margin growth for the year, up 5 percent and 1 percent, respectively. Growth was led by strength in permanent recruitment, up 12 percent from 2013, and talent management, up 8 percent. Those were offset by declines in RPO,

4



down 21 percent as some projects concluded, and temporary contracting, down 4 percent. The region delivered full year adjusted EBITDA of $6.1 million, or 2.2 percent of revenue, improved from $0.6 million, or 0.2 percent of revenue in 2013.




5



Liquidity and Capital Resources

The company ended the fourth quarter of 2014 with $58.0 million in liquidity, composed of $34.0 million in cash and $24.0 million in availability under its credit facilities. This compares with $37.4 million in cash and $29.8 million in availability under its credit facilities at the end of 2013. The company generated $2.9 million in cash flow from operations during the fourth quarter and used $17.8 million in cash flow from operations for the year of 2014. The company had no outstanding borrowings at the end of the fourth quarter of 2014.
    
Business Outlook
    
Given current economic conditions, the company expects first quarter 2015 revenue of between $115 million and $125 million and an adjusted EBITDA loss of between $2.0 million and $4.0 million at prevailing exchange rates. This outlook assumes an average exchange rate of 1.52 US Dollars to the British Pound, 1.13 US Dollars to the Euro and 0.78 US Dollars to the Australian Dollar. In the first quarter of 2014, revenue was $144.2 million and adjusted EBITDA was a loss of $1.9 million.

Conference Call/Webcast

Hudson will conduct a conference call today at 10:00 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.


6




About Hudson

Hudson is a global talent solutions company with expertise in leadership and specialized recruitment, recruitment process outsourcing, talent management and contracting solutions. We help our clients and candidates succeed by leveraging our expertise, deep industry and market knowledge, and proprietary assessment tools and techniques. Operating in nearly 20 countries through 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; the company’s ability to successfully achieve its strategic initiatives; 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; the negative cash flows and operating losses that may recur in the future; restrictions on the company's operating flexibility due to the terms of its credit facilities; risks associated with the company's investment strategy; risks related to international operations, including foreign currency fluctuations; the company's dependence on key management personnel; the company's ability to attract and retain highly skilled professionals; the company's ability to collect accounts receivable; the company’s ability to achieve anticipated cost savings through its cost reduction initiatives; the company's heavy reliance on information systems and the impact of potentially losing or failing to develop technology; risks related to providing uninterrupted service to clients; the company's exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the company’s business reorganization initiatives and limits on related insurance coverage; the company’s ability to utilize net operating loss carry-forwards; volatility of the company's stock price; the impact of government regulations; restrictions imposed by blocking arrangements; and risks related to activist stockholders. 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


7



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
December 31,
 
December 31,
 
2014
 
2013
 
2014
 
2013
Revenue
$
136,677

 
$
139,999

 
$
581,192

 
$
562,572

Direct costs
83,421

 
87,161

 
358,347

 
353,143

Gross margin
53,256

 
52,838

 
222,845

 
209,429

Operating expenses:
 

 
 

 
 
 
 
Selling, general and administrative expenses
55,649

 
54,845

 
230,321

 
223,877

Depreciation and amortization
1,317

 
1,461

 
5,559

 
5,922

Business reorganization expenses
1,763

 
1,637

 
3,789

 
5,440

Office integration expense and (gains) on disposal of business

 

 

 
6

Impairment of long-lived assets
662

 
1,336

 
662

 
1,336

Total operating expenses
59,391

 
59,279

 
240,331

 
236,581

Operating income (loss)
(6,135
)
 
(6,441
)
 
(17,486
)
 
(27,152
)
Non-operating income (expense):
 

 
 

 
 
 
 
Interest income (expense), net
(128
)
 
(132
)
 
(661
)
 
(554
)
Other income (expense), net
528

 
285

 
202

 
759

Income (loss) before provision for income taxes from continuing operations
(5,735
)
 
(6,288
)
 
(17,945
)
 
(26,947
)
Provision for (benefit from) income taxes
(2,196
)
 
4,039

 
(2,159
)
 
3,264

Income (loss) from continuing operations
(3,539
)
 
(10,327
)
 
(15,786
)
 
(30,211
)
Income (loss) from discontinued operations, net of income taxes
6,282

 
(969
)
 
2,592

 
(184
)
Net income (loss)
$
2,743

 
$
(11,296
)
 
$
(13,194
)
 
$
(30,395
)
Earnings (loss) per share:
 

 
 

 
 
 
 
Basic and diluted
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.11
)
 
$
(0.32
)
 
$
(0.48
)
 
$
(0.93
)
Income (loss) from discontinued operations
0.19

 
(0.03
)
   
0.08

 
(0.01
)
Net income (loss)
$
0.08

 
$
(0.35
)
 
$
(0.40
)
 
$
(0.94
)
Weighted-average shares outstanding:
 

 
 

 
 
 
 
Basic and diluted
32,995

 
32,600

 
32,843

 
32,493


Note: Certain prior year amounts have been reclassified to conform to the current period presentation.






8



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
 
 
 
 
 
December 31,
2014
 
December 31,
2013
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
33,989

 
$
37,378

Accounts receivable, less allowance for doubtful accounts of $986 and $1,041, respectively
74,079

 
76,467

Prepaid and other
9,604

 
7,960

Current assets of discontinued operations
1,249

 
12,518

Total current assets
118,921

 
134,323

Property and equipment, net
9,840

 
11,989

Deferred tax assets, non-current
5,648

 
7,124

Other assets
5,263

 
5,393

Total assets
$
139,672

 
$
158,829

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
6,371

 
$
8,899

Accrued expenses and other current liabilities
54,065

 
51,917

Short-term borrowings

 
476

Accrued business reorganization expenses
3,169

 
3,275

Current liabilities of discontinued operations
3,512

 
5,251

Total current liabilities
67,117

 
69,818

Deferred rent and tenant improvement contributions
5,899

 
5,333

Income tax payable, non-current
2,397

 
3,872

Other non-current liabilities
5,002

 
5,421

Total liabilities
80,415

 
84,444

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 33,671 and 33,543 shares, respectively
34

 
34

Additional paid-in capital
476,689

 
475,461

Accumulated deficit
(430,616
)
 
(417,422
)
Accumulated other comprehensive income
13,613

 
17,173

Treasury stock, 129 and 211 shares, respectively, at cost
(463
)
 
(861
)
Total stockholders’ equity
59,257

 
74,385

Total liabilities and stockholders' equity
$
139,672

 
$
158,829



9



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended December 31, 2014
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
11,709

 
$
58,351

 
$
66,617

 
$

 
$
136,677

Gross margin, from external customers
 
$
5,293

 
$
22,930

 
$
25,033

 
$

 
$
53,256

Adjusted EBITDA (loss) (1)
 
$
(138
)
 
$
186

 
$
1,840

 
$
(4,280
)
 
$
(2,392
)
Business reorganization expenses (recovery)
 

 
67

 
963

 
733

 
1,763

Impairment of long-lived assets
 

 
314

 
348

 

 
662

Non-operating expense (income),
including corporate administration charges
 
(579
)
 
62

 
1,224

 
(1,234
)
 
(526
)
EBITDA (loss) (1)
 
$
441

 
$
(257
)
 
$
(695
)
 
$
(3,779
)
 
$
(4,290
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,317

Interest expense (income), net
 
 
 
 
 
 
 
 
 
128

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(2,196
)
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(3,539
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
 
 
 
 
 
 
6,282

Net income (loss)
 
 
 
 
 
 
 
 
 
$
2,743

 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended December 31, 2013
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
12,348

 
$
55,404

 
$
72,247

 
$

 
$
139,999

Gross margin, from external customers
 
$
4,894

 
$
20,044

 
$
27,900

 
$

 
$
52,838

Adjusted EBITDA (loss) (1)
 
$
1,235

 
$
(1,271
)
 
$
953

 
$
(2,924
)
 
$
(2,007
)
Business reorganization expenses (recovery)
 
88

 
887

 
635

 
27

 
1,637

Impairment of long-lived assets
 

 
257

 
1,079

 

 
1,336

Non-operating expense (income),
including corporate administration charges
 
715

 
43

 
1,470

 
(2,514
)
 
(286
)
EBITDA (loss) (1)
 
$
432

 
$
(2,458
)
 
$
(2,231
)
 
$
(437
)
 
$
(4,694
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,461

Interest expense (income), net
 
 
 
 
 
 
 
 
 
132

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
4,039

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(10,327
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
 
 
 
 
 
 
(969
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(11,296
)

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.
SEGMENT ANALYSIS - QUARTER TO DATE (continued)
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended September 30, 2014
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
13,036

 
$
66,990

 
$
69,252

 
$

 
$
149,278

Gross margin, from external customers
 
$
5,570

 
$
24,654

 
$
25,463

 
$

 
$
55,687

Adjusted EBITDA (loss) (1)
 
$
738

 
$
616

 
$
(288
)
 
$
(3,917
)
 
$
(2,851
)
Business reorganization expenses (recovery)
 

 
140

 
421

 
234

 
795

Non-operating expense (income),
including corporate administration charges
 
705

 
227

 
1,583

 
(2,692
)
 
(177
)
EBITDA (loss) (1)
 
$
33

 
$
249

 
$
(2,292
)
 
$
(1,459
)
 
$
(3,469
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,467

Interest expense (income), net
 
 
 
 
 
 
 
 
 
192

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(558
)
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(4,570
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
 
 
 
 
 
 
(2,452
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(7,022
)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended March 31, 2014
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
12,244

 
$
56,430

 
$
75,493

 
$

 
$
144,167

Gross margin, from external customers
 
$
4,502

 
$
20,911

 
$
28,616

 
$

 
$
54,029

Adjusted EBITDA (loss) (1)
 
$
4

 
$
110

 
$
1,884

 
$
(3,888
)
 
$
(1,890
)
Business reorganization expenses (recovery)
 
91

 

 
23

 

 
114

Non-operating expense (income),
including corporate administration charges
 
370

 
414

 
1,173

 
(1,761
)
 
196

EBITDA (loss) (1)
 
$
(457
)
 
$
(304
)
 
$
688

 
$
(2,127
)
 
$
(2,200
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,371

Interest expense (income), net
 
 
 
 
 
 
 
 
 
139

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
402

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(4,112
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
 
 
 
 
 
 
(432
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(4,544
)

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.

11



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - YEAR TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Year Ended December 31, 2014
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
50,146

 
$
246,873

 
$
284,173

 
$

 
$
581,192

Gross margin, from external customers
 
$
20,757

 
$
93,014

 
$
109,074

 
$

 
$
222,845

Adjusted EBITDA (loss) (1)
 
$
1,446

 
$
1,908

 
$
6,114

 
$
(16,946
)
 
$
(7,478
)
Business reorganization expenses (recovery)
 
94

 
1,322

 
1,407

 
966

 
3,789

Impairment of long-lived assets
 

 
314

 
348

 

 
662

Non-operating expense (income),
including corporate administration charges
 
1,235

 
1,162

 
5,546

 
(8,147
)
 
(204
)
EBITDA (loss) (1)
 
$
117

 
$
(890
)
 
$
(1,187
)
 
$
(9,765
)
 
$
(11,725
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
5,559

Interest expense (income), net
 
 
 
 
 
 
 
 
 
661

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(2,159
)
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(15,786
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
 
 
 
 
 
 
2,592

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(13,194
)
 
 
 
 
 
 
 
 
 
 
 
For The Year Ended December 31, 2013
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
51,857

 
$
232,748

 
$
277,967

 
$

 
$
562,572

Gross margin, from external customers
 
$
18,692

 
$
87,162

 
$
103,575

 
$

 
$
209,429

Adjusted EBITDA (loss) (1)
 
$
2,315

 
$
(1,446
)
 
$
634

 
$
(15,952
)
 
$
(14,449
)
Business reorganization expenses (recovery)
 
448

 
989

 
3,214

 
789

 
5,440

Impairment of long-lived assets
 

 
257

 
1,079

 

 
1,336

Office integration expense and (gains) on disposal of business
 
6

 

 

 

 
6

Non-operating expense (income),
including corporate administration charges
 
2,578

 
535

 
5,538

 
(9,411
)
 
(760
)
EBITDA (loss) (1)
 
$
(717
)
 
$
(3,227
)
 
$
(9,197
)
 
$
(7,330
)
 
$
(20,471
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
5,922

Interest expense (income), net
 
 
 
 
 
 
 
 
 
554

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
3,264

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(30,211
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
 
 
 
 
 
 
(184
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(30,395
)

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.

12



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

The company operates on a global basis, with the majority of its gross margin generated outside of the United States. Accordingly, fluctuations in foreign currency exchange rates can affect its 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.
 
For The Three Months Ended December 31,
 
2014
 
2013
 
As
 
As
 
Currency
 
Constant
 
reported
 
reported
 
translation
 
currency
Revenue:
 

 
 

 
 

 
 

Hudson Americas
$
11,709

 
$
12,348

 
$
(17
)
 
$
12,331

Hudson Asia Pacific
58,351

 
55,404

 
(3,701
)
 
51,703

Hudson Europe
66,617

 
72,247

 
(3,276
)
 
68,971

Total
$
136,677

 
$
139,999

 
$
(6,994
)
 
$
133,005

Gross margin:
 

 
 

 
 

 
 

Hudson Americas
$
5,293

 
$
4,894

 
$
(16
)
 
$
4,878

Hudson Asia Pacific
22,930

 
20,044

 
(1,131
)
 
18,913

Hudson Europe
25,033

 
27,900

 
(1,647
)
 
26,253

Total
$
53,256

 
$
52,838

 
$
(2,794
)
 
$
50,044

SG&A (1):
 
 
 

 
 

 
 

Hudson Americas
$
5,430

 
$
3,658

 
$
(15
)
 
$
3,643

Hudson Asia Pacific
22,728

 
21,318

 
(1,144
)
 
20,174

Hudson Europe
23,211

 
26,947

 
(1,551
)
 
25,396

Corporate
4,280

 
2,922

 
1

 
2,923

Total
$
55,649

 
$
54,845

 
$
(2,709
)
 
$
52,136

Business reorganization expenses:
 

 
 

 
 

 
 

Hudson Americas
$

 
$
88

 
$

 
$
88

Hudson Asia Pacific
67

 
887

 
(63
)
 
824

Hudson Europe
963

 
635

 
(53
)
 
582

Corporate
733

 
27

 
1

 
28

Total
$
1,763

 
$
1,637

 
$
(115
)
 
$
1,522

Operating income (loss):
 
 
 

 
 

 
 

Hudson Americas
$
(261
)
 
$
1,027

 
$

 
$
1,027

Hudson Asia Pacific
(1,017
)
 
(3,192
)
 
136

 
(3,056
)
Hudson Europe
288

 
(1,164
)
 
37

 
(1,127
)
Corporate
(5,144
)
 
(3,112
)
 

 
(3,112
)
Total
$
(6,134
)
 
$
(6,441
)
 
$
173

 
$
(6,268
)
EBITDA (loss):
 

 
 

 
 

 
 

Hudson Americas
$
441

 
$
432

 
$
9

 
$
441

Hudson Asia Pacific
(257
)
 
(2,458
)
 
69

 
(2,389
)
Hudson Europe
(695
)
 
(2,231
)
 
155

 
(2,076
)
Corporate
(3,779
)
 
(437
)
 
(4
)
 
(441
)
Total
$
(4,290
)
 
$
(4,694
)
 
$
229

 
$
(4,465
)

Note: Certain prior year amounts have been reclassified to conform to the current period presentation.

1.
SG&A is a measure that management uses to evaluate the segments’ expenses.

13



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

 
For The Year Ended December 31,
 
2014
 
2013
 
As
 
As
 
Currency
 
Constant
 
reported
 
reported
 
translation
 
currency
Revenue:
 

 
 

 
 

 
 

Hudson Americas
$
50,146

 
$
51,857

 
$
(67
)
 
$
51,790

Hudson Asia Pacific
246,873

 
232,748

 
(10,321
)
 
222,427

Hudson Europe
284,173

 
277,967

 
9,109

 
287,076

Total
$
581,192

 
$
562,572

 
$
(1,279
)
 
$
561,293

Gross margin:
 

 
 

 
 

 
 

Hudson Americas
$
20,757

 
$
18,692

 
$
(63
)
 
$
18,629

Hudson Asia Pacific
93,014

 
87,162

 
(3,352
)
 
83,810

Hudson Europe
109,074

 
103,575

 
2,144

 
105,719

Total
$
222,845

 
$
209,429

 
$
(1,271
)
 
$
208,158

SG&A (1):
 
 
 

 
 

 
 

Hudson Americas
$
19,343

 
$
16,374

 
$
(58
)
 
$
16,316

Hudson Asia Pacific
90,962

 
88,537

 
(3,462
)
 
85,075

Hudson Europe
103,068

 
103,027

 
2,045

 
105,072

Corporate
16,948

 
15,939

 
2

 
15,941

Total
$
230,321

 
$
223,877

 
$
(1,473
)
 
$
222,404

Business reorganization expenses:
 

 
 

 
 

 
 

Hudson Americas
$
94

 
$
448

 
$

 
$
448

Hudson Asia Pacific
1,322

 
989

 
(72
)
 
917

Hudson Europe
1,407

 
3,214

 
92

 
3,306

Corporate
966

 
789

 
(1
)
 
788

Total
$
3,789

 
$
5,440

 
$
19

 
$
5,459

Operating income (loss):
 
 
 

 
 

 
 

Hudson Americas
$
870

 
$
1,367

 
$
(5
)
 
$
1,362

Hudson Asia Pacific
(3,013
)
 
(5,883
)
 
353

 
(5,530
)
Hudson Europe
3,112

 
(5,251
)
 
18

 
(5,233
)
Corporate
(18,455
)
 
(17,385
)
 
(2
)
 
(17,387
)
Total
$
(17,486
)
 
$
(27,152
)
 
$
364

 
$
(26,788
)
EBITDA (loss):
 

 
 

 
 

 
 

Hudson Americas
$
117

 
$
(717
)
 
$
15

 
$
(702
)
Hudson Asia Pacific
(890
)
 
(3,227
)
 
171

 
(3,056
)
Hudson Europe
(1,187
)
 
(9,197
)
 
(55
)
 
(9,252
)
Corporate
(9,765
)
 
(7,330
)
 
(5
)
 
(7,335
)
Total
$
(11,725
)
 
$
(20,471
)
 
$
126

 
$
(20,345
)

Note: Certain prior year amounts have been reclassified to conform to the current period presentation.

1.
SG&A is a measure that management uses to evaluate the segments’ expenses.

14