8-K




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): October 30, 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.)

1325 Avenue of the Americas
New York, NY 10019
(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 October 30, 2015, Hudson Global, Inc. issued a press release announcing its financial results for the three months ended September 30, 2015. 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 October 30, 2015.


1




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
 
Chief Executive Officer
 
 
 
 
Dated:
October 30, 2015


2




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


Exhibit Number
 
Description
99.1
 
Press Release of Hudson Global, Inc. issued on 10/30/2015.



3
Exhibit



Exhibit 99.1
    
For Immediate Release 
 
Contact:
 
David F. Kirby
 
 
 
 
Hudson
 
 
 
 
212-351-7216
 
 
 
 
david.kirby@hudson.com

Hudson Global Reports 2015 Third Quarter Results
Adjusted EBITDA Improved by $2.4 Million from Prior Year, Narrowing Loss to $0.4 Million
Expects to Deliver Positive Adjusted EBITDA in Q4
Launched $10 Million Share Repurchase Program in August
 

NEW YORK, NY - October 30, 2015 - Hudson Global, Inc. (Nasdaq: HSON), a leading global talent solutions company, today announced financial results for the third quarter ended September 30, 2015.

2015 Third Quarter Summary

On a retained** basis, excluding the Americas IT and the Netherlands businesses which were sold during the second quarter of 2015, revenue of $110.0 million declined 14.0 percent in reported currency but increased 0.4 percent in constant currency from the prior year period. On a reported basis, revenue declined 26.3 percent or 14.7 percent in constant currency.

On a retained** basis, excluding the Americas IT and the Netherlands businesses, gross margin of $45.1 million declined 10.3 percent in reported currency but increased 3.1 percent in constant currency from the prior year period. On a reported basis, gross margin declined 18.9 percent or 7.2 percent in constant currency.

Adjusted EBITDA* loss of $0.4 million, compared with adjusted EBITDA loss of $2.9 million in the third quarter of 2014.

Net loss of $2.1 million, or $0.06 per basic and diluted share, compared with net loss of $7.0 million, or $0.21 per basic and diluted share, for the third quarter of 2014.

Cash of $36.4 million, increasing 4.5 percent from prior quarter and 94 percent from a year ago, and 262,260 shares repurchased for $0.7 million during the third quarter.


* Adjusted EBITDA and EBITDA are defined in the segment tables at the end of this release.
** See reconciliation for retained revenue and gross margin tables at the end of this release.

"We continued to deliver constant currency gross margin growth in key markets and practices in the third quarter, including Asia Pacific and Recruitment Process Outsourcing (RPO). We are narrowing the gap toward profitability and expect to deliver positive adjusted EBITDA in the fourth quarter," said Stephen Nolan, chief executive officer at Hudson. "Our focus remains on driving growth in our core markets through selective investments in fee earners, while reducing costs."



1



    
Strategic Actions

The company continued to execute on strategic actions in its previously announced efforts to focus on its core business lines and growth opportunities. During the second quarter, these actions included the divestiture of the company's Netherlands business as well as its Americas IT business. The company also exited its operations in Ukraine, Czech Republic, Slovakia and Luxembourg. In the third quarter, the company substantially completed the reduction in stranded support costs in the Americas following the exit of the Legal eDiscovery and IT businesses. With these strategic divestitures complete, the company is now a more streamlined organization that is focused on delivering sustainable profitability in its core businesses -- RPO, Talent Management and Recruitment -- where it continues to invest in fee earners to drive growth.

During the third quarter, the company incurred $2.3 million in restructuring charges primarily for real estate actions in all regions.

Share Repurchase Program

During the third quarter, the company commenced a share repurchase program for up to $10 million of the company’s common stock. The company purchased 262,260 shares for $0.7 million as part of the buyback program during the third quarter and an additional 57,908 shares for $0.1 million during October.

Regional Highlights

Americas

In the third quarter, Hudson Americas' gross margin decreased 43 percent in constant currency on a reported basis and was flat on a retained** basis as compared with the third quarter in 2014. After multiple quarters of strong growth in RPO, gross margin overall was flat in the third quarter as growth with new and existing clients was offset by the end of a large contract in 2014. The reduction in stranded support costs following the sale of the Americas Legal eDiscovery and IT businesses was substantially completed by the end of the third quarter. Adjusted EBITDA was a loss of $0.3 million, compared with adjusted EBITDA of $0.7 million for the same period a year ago.

Asia Pacific

Hudson Asia Pacific's gross margin increased 13 percent in constant currency in the third quarter of 2015 from the same period in 2014. This was the seventh consecutive quarter of year-over-year constant currency gross margin growth. Results were fueled by permanent recruitment, up 20 percent, and temporary contracting, up 8 percent, against the third quarter of 2014. This growth in recruitment helped drive overall growth in both of the company’s major Asia Pacific markets, China and Australia, with gross margin increasing 39 percent and 9 percent, respectively, against the prior year period. RPO increased 14 percent from the prior year period, driven by growth in China. Asia Pacific delivered adjusted EBITDA of $2.3 million, or 4.2 percent of revenue, improving from adjusted EBITDA of $0.6 million in the third quarter of 2014.

Europe

Hudson Europe's gross margin decreased 17 percent in constant currency from the third quarter of 2014 on a reported basis, and 7 percent on a retained** basis. Excluding the impact of the Netherlands sale, Continental Europe gross margin increased by 5 percent in constant currency in the quarter. Belgium and Spain continued to deliver gross margin growth, up 11 percent and 26 percent respectively. In the UK, 18 percent growth in RPO was offset by 20 percent declines in recruitment. Adjusted EBITDA of $0.1 million, or 0.3 percent of revenue, improved from a loss of $0.3 million in the third quarter of 2014.

2



Liquidity and Capital Resources

The company ended the third quarter of 2015 with $55.0 million in liquidity, composed of $36.4 million in cash and $18.6 million in availability under its credit facilities. This compares with $34.8 million in cash and $22.3 million in availability under its credit facilities at the end of the second quarter of 2015. The company generated $4.8 million in cash flow from operations during the third quarter, compared with $2.4 million use of cash in the third quarter of 2014. The company had $34 thousand in outstanding borrowings at the end of the third quarter of 2015.
 
Business Outlook

Given current economic conditions, the company expects fourth quarter 2015 revenue of between $100 million and $110 million and adjusted EBITDA of between breakeven and $1.5 million at prevailing exchange rates. This outlook assumes an average exchange rate of 1.54 US Dollars to the British Pound, 1.10 US Dollars to the Euro and 0.68 US Dollars to the Australian Dollar. In the fourth quarter of 2014, revenue was $136.7 million and adjusted EBITDA was a loss of $2.4 million. Fourth quarter 2014 revenue would have been $33 million lower including the impact of prevailing exchange rates cited above and excluding revenue attributable to businesses divested in the second quarter of 2015.
    
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.


3



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 around the globe 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 execute 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 its 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; 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


4



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Revenue
 
$
110,028

 
$
149,278

 
$
357,088

 
$
444,515

Direct costs
 
64,883

 
93,591

 
213,817

 
274,927

Gross margin
 
45,145

 
55,687

 
143,271

 
169,588

Operating expenses:
 
 

 
 

 
 

 
 

Selling, general and administrative expenses
 
45,565

 
58,539

 
151,281

 
174,672

Depreciation and amortization
 
955

 
1,467

 
3,040

 
4,242

Business reorganization expenses and impairment of long-lived assets
 
2,264

 
794

 
5,667

 
2,026

Total operating expenses
 
48,784

 
60,800

 
159,988

 
180,940

Gain (loss) on sale and exit of businesses
 
(187
)
 

 
19,818

 

Operating income (loss)
 
(3,826
)
 
(5,113
)
 
3,101

 
(11,352
)
Non-operating income (expense):
 
 

 
 

 
 

 
 

Interest income (expense), net
 
(93
)
 
(192
)
 
(542
)
 
(533
)
Other income (expense), net
 
242

 
176

 
215

 
(325
)
Income (loss) from continuing operation before provision for income taxes
 
(3,677
)
 
(5,129
)
 
2,774

 
(12,210
)
Provision for (benefit from) income taxes from continuing operations
 
(1,648
)
 
(558
)
 
(1,317
)
 
37

Income (loss) from continuing operations
 
(2,029
)
 
(4,571
)
 
4,091

 
(12,247
)
Income (loss) from discontinued operations, net of income taxes
 
(55
)
 
(2,448
)
   
864

 
(3,690
)
Net income (loss)
 
$
(2,084
)
 
$
(7,019
)
 
$
4,955

 
$
(15,937
)
Basic and diluted earnings (loss) per share:
 
 

 
 

 
 

 
 

Basic and diluted earnings (loss) per share from continuing operations
 
$
(0.06
)
 
$
(0.14
)
 
$
0.12

 
$
(0.38
)
Basic and diluted earnings (loss) per share from discontinued operations
 

 
(0.07
)
 
0.03

 
(0.11
)
Basic and diluted earnings (loss) per share
 
$
(0.06
)
 
$
(0.21
)
 
$
0.15

 
$
(0.49
)
Weighted-average shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
34,687

 
32,910

 
33,784

 
32,769

Diluted
 
34,687

 
32,910

 
33,795

 
32,769




5



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 
 
 
 
 
 
 
September 30,
2015
 
December 31,
2014
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
36,361

 
$
33,989

Accounts receivable, less allowance for doubtful accounts of $915 and $986 respectively
 
65,721

 
74,079

Prepaid and other
 
7,102

 
9,604

Current assets of discontinued operations
 
161

 
1,249

Total current assets
 
109,345

 
118,921

Property and equipment, net
 
7,807

 
9,840

Deferred tax assets, non-current
 
6,806

 
5,648

Other assets
 
4,460

 
5,263

Total assets
 
$
128,418

 
$
139,672

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
4,521

 
$
6,371

Accrued expenses and other current liabilities
 
42,118

 
54,065

Short-term borrowings
 
34

 

Accrued business reorganization expenses
 
4,321

 
3,169

Current liabilities of discontinued operations
 
2,025

 
3,512

Total current liabilities
 
53,019

 
67,117

Deferred rent and tenant improvement contributions
 
4,465

 
5,899

Income tax payable, non-current
 
2,330

 
2,397

Other non-current liabilities
 
4,539

 
5,002

Total liabilities
 
64,353

 
80,415

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 34,951 and 33,671 shares, respectively
 
34

 
34

Additional paid-in capital
 
480,546

 
476,689

Accumulated deficit
 
(425,661
)
 
(430,616
)
Accumulated other comprehensive income
 
10,142

 
13,613

Treasury stock, 381 and 129 shares, respectively, at cost
 
(996
)
 
(463
)
Total stockholders’ equity
 
64,065

 
59,257

Total liabilities and stockholders' equity
 
$
128,418

 
$
139,672



6



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended September 30, 2015
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
3,735

 
$
55,609

 
$
50,684

 
$

 
$
110,028

Gross margin, from external customers
 
$
3,176

 
$
23,376

 
$
18,593

 
$

 
$
45,145

Adjusted EBITDA (loss) (1)
 
$
(321
)
 
$
2,324

 
$
149

 
$
(2,572
)
 
$
(420
)
Business reorganization expenses (recovery) and impairment of long-lived assets
 
589

 
336

 
1,278

 
61

 
2,264

Gain (loss) on sale and exit of businesses
 
(20
)
 

 
(167
)
 

 
(187
)
Non-operating expense (income),
including corporate administration charges
 
99

 
308

 
798

 
(1,447
)
 
(242
)
EBITDA (loss) (1)
 
$
(1,029
)
 
$
1,680

 
$
(2,094
)
 
$
(1,186
)
 
$
(2,629
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
955

Interest expense (income), net
 
 
 
 
 
 
 
 
 
93

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(1,648
)
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(2,029
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
(55
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(2,084
)
 
 
 
 
 
 
 
 
 
 
 
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
)
 
$
(3,918
)
 
$
(2,852
)
Business reorganization expenses (recovery)
 

 
140

 
421

 
233

 
794

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

 
226

 
1,583

 
(2,690
)
 
(176
)
EBITDA (loss) (1)
 
$
33

 
$
250

 
$
(2,292
)
 
$
(1,461
)
 
$
(3,470
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,467

Interest expense (income), net
 
 
 
 
 
 
 
 
 
192

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(558
)
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
(4,571
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
(2,448
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(7,019
)

(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

7



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE (continued)
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended June 30, 2015
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
10,183

 
$
57,374

 
$
55,186

 
$

 
$
122,743

Gross margin, from external customers
 
$
5,081

 
$
23,820

 
$
21,321

 
$

 
$
50,222

Adjusted EBITDA (loss) (1)
 
$
(290
)
 
$
1,935

 
$
986

 
$
(3,418
)
 
$
(787
)
Business reorganization expenses (recovery)
 
(5
)
 
325

 
520

 
1,220

 
2,060

Change in control stock-based compensation expense
 
418

 
647

 
699

 
777

 
2,541

Gain (loss) on sale and exit of businesses
 
15,938

 

 
4,067

 

 
20,005

Non-operating expense (income),
including corporate administration charges
 
(207
)
 
1,593

 
386

 
(1,732
)
 
40

EBITDA (loss) (1)
 
$
15,442

 
$
(630
)
 
$
3,448

 
$
(3,683
)
 
$
14,577

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
974

Interest expense (income), net
 
 
 
 
 
 
 
 
 
369

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
460

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
12,774

Income (loss) from discontinued operations, net of income taxes
 
 
 
1,103

Net income (loss)
 
 
 
 
 
 
 
 
 
$
13,877

 
 
 
 
 
 
 
 
 
 
 
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
)
 
(527
)
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

    

(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 - YEAR TO DATE (continued)
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Nine Months Ended September 30, 2015
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
24,896

 
$
166,123

 
$
166,069

 
$

 
$
357,088

Gross margin, from external customers
 
$
12,876

 
$
68,073

 
$
62,322

 
$

 
$
143,271

Adjusted EBITDA (loss) (1)
 
$
(1,522
)
 
$
5,151

 
$
1,112

 
$
(10,210
)
 
$
(5,469
)
Business reorganization expenses (recovery) and impairment of long-lived assets
 
1,006

 
669

 
2,678

 
1,314

 
5,667

Change in control stock-based compensation expense
 
418

 
647

 
699

 
777

 
2,541

Gain (loss) on sale and exit of businesses
 
15,918

 

 
3,900

 

 
19,818

Non-operating expense (income),
including corporate administration charges
 
184

 
1,983

 
2,433

 
(4,815
)
 
(215
)
EBITDA (loss) (1)
 
$
12,788

 
$
1,852

 
$
(798
)
 
$
(7,486
)
 
$
6,356

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
3,040

Interest expense (income), net
 
 
 
 
 
 
 
 
 
542

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
(1,317
)
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
4,091

Income (loss) from discontinued operations, net of income taxes
 
 
 
864

Net income (loss)
 
 
 
 
 
 
 
 
 
$
4,955

 
 
 
 
 
 
 
 
 
 
 
For The Nine Months Ended September 30, 2014
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
38,437

 
$
188,522

 
$
217,556

 
$

 
$
444,515

Gross margin, from external customers
 
$
15,464

 
$
70,083

 
$
84,041

 
$

 
$
169,588

Adjusted EBITDA (loss) (1)
 
$
1,585

 
$
1,724

 
$
4,274

 
$
(12,668
)
 
$
(5,085
)
Business reorganization expenses (recovery)
 
93

 
1,255

 
444

 
233

 
2,025

Non-operating expense (income),
including corporate administration charges
 
1,818

 
1,104

 
4,321

 
(6,918
)
 
325

EBITDA (loss) (1)
 
$
(326
)
 
$
(635
)
 
$
(491
)
 
$
(5,983
)
 
$
(7,435
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
4,242

Interest expense (income), net
 
 
 
 
 
 
 
 
 
533

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
37

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(12,247
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
(3,690
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(15,937
)

(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.
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.
 
Three Months Ended September 30,
 
2015
 
2014
 
As
 
As
 
Currency
 
Constant
 
reported
 
reported
 
translation
 
currency
Revenue:
 
 
 
 
 
 
 
Hudson Americas
$
3,735

 
$
13,036

 
$
(32
)
 
$
13,004

Hudson Asia Pacific
55,609

 
66,990

 
(13,190
)
 
53,800

Hudson Europe
50,684

 
69,252

 
(7,092
)
 
62,160

Total
$
110,028

 
$
149,278

 
$
(20,314
)
 
$
128,964

Gross margin:
 
 
 
 
 
 
 
Hudson Americas
$
3,176

 
$
5,570

 
$
(31
)
 
$
5,539

Hudson Asia Pacific
23,376

 
24,654

 
(4,040
)
 
20,614

Hudson Europe
18,593

 
25,463

 
(2,974
)
 
22,489

Total
$
45,145

 
$
55,687

 
$
(7,045
)
 
$
48,642

SG&A (1):
 
 
 
 
 
 
 
Hudson Americas
$
3,494

 
$
4,834

 
$
(32
)
 
$
4,802

Hudson Asia Pacific
20,931

 
23,981

 
(3,872
)
 
20,109

Hudson Europe
18,569

 
25,806

 
(3,065
)
 
22,741

Corporate
2,571

 
3,918

 

 
3,918

Total
$
45,565

 
$
58,539

 
$
(6,969
)
 
$
51,570

Business reorganization expenses:
 
 
 
 
 
 
 
Hudson Americas
$
589

 
$

 
$

 
$

Hudson Asia Pacific
336

 
140

 
(33
)
 
107

Hudson Europe
1,278

 
421

 
(53
)
 
368

Corporate
61

 
233

 
1

 
234

Total
$
2,264

 
$
794

 
$
(85
)
 
$
709

Operating income (loss):
 
 
 
 
 
 
 
Hudson Americas
$
(1,314
)
 
$
601

 
$
3

 
$
604

Hudson Asia Pacific
1,654

 
(442
)
 
36

 
(406
)
Hudson Europe
(1,467
)
 
(1,010
)
 
158

 
(852
)
Corporate
(2,699
)
 
(4,262
)
 
(1
)
 
(4,263
)
Total
$
(3,826
)
 
$
(5,113
)
 
$
196

 
$
(4,917
)
EBITDA (loss):
 
 
 
 
 
 
 
Hudson Americas
$
(1,029
)
 
$
33

 
$
12

 
$
45

Hudson Asia Pacific
1,680

 
250

 
(144
)
 
106

Hudson Europe
(2,094
)
 
(2,292
)
 
339

 
(1,953
)
Corporate
(1,186
)
 
(1,461
)
 
(1
)
 
(1,462
)
Total
$
(2,629
)
 
$
(3,470
)
 
$
206

 
$
(3,264
)

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

10



HUDSON GLOBAL, INC.
RECONCILIATION FOR RETAINED REVENUE AND GROSS MARGIN
(in millions) (unaudited)

Revenue, Q3 2015 vs Q3 2014
 
 
 
 
 
 
Reported
 
Retained (1)
 
Q3 2015
Variance
 vs Q3 2014
Constant
Currency
 
Q3 2015
Variance
 vs Q3 2014
Constant
Currency
Americas
$
3.7

(71.3
)%
(71.3
)%
 
$
3.7

1.1
 %
2.0
 %
Asia Pacific
55.6

(17.0
)%
3.4
 %
 
55.6

(17.0
)%
3.4
 %
Europe
50.7

(26.8
)%
(18.5
)%
 
50.7

(11.5
)%
(2.8
)%
Total
$
110.0

(26.3
)%
(14.7
)%
 
$
110.0

(14.0
)%
0.4
 %
 
 
 
 
 
 
 
 
Gross Margin, Q3 2015 vs Q3 2014
 
 
 
 
 
Reported
 
Retained (1)
 
Q3 2015
Variance
 vs Q3 2014
Constant
Currency
 
Q3 2015
Variance
 vs Q3 2014
Constant
Currency
Americas
$
3.2

(43.0
)%
(42.7
)%
 
$
3.2

(0.8
)%
0.1
 %
Asia Pacific
23.4

(5.2
)%
13.4
 %
 
23.4

(5.2
)%
13.4
 %
Europe
18.6

(27.0
)%
(17.2
)%
 
18.7

(17.1
)%
(6.9
)%
Total
$
45.2

(18.9
)%
(7.2
)%
 
$
45.2

(10.3
)%
3.1
 %

(1)
Retained revenue and gross margin and divested revenue and gross margin are non-GAAP terms that management believes provide a better understanding of the underlying revenue and gross margin trends in the business following the divestitures in the second quarter of 2015. Divested revenue and gross margin includes such items attributable to the following businesses: the Americas IT staffing business, the Netherlands business, Ukraine, Czech Republic, Slovakia and Luxembourg. The non-GAAP financial measures do not replace the presentation of GAAP financial results and should only be used as a supplement to, not as a substitute for, Hudson’s financial results presented in accordance with GAAP. The above table provides a reconciliation of the non-GAAP financial measure used in its financial reporting to the most directly comparable GAAP financial measure.

11