Document




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 27, 2016
 
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 27, 2016, Hudson Global, Inc. issued a press release announcing its financial results for the three months ended September 30, 2016. 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 27, 2016.


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 27, 2016


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 10/27/2016.



3
Exhibit



Exhibit 99.1
https://cdn.kscope.io/b6a913e7e6ceaa0629591790c2b86ceb-hudsonlogo2014q01a11.jpg
    
For Immediate Release 
 
Contact:
 
David F. Kirby
 
 
 
 
Hudson
 
 
 
 
212-351-7216
 
 
 
 
david.kirby@hudson.com

Hudson Global Reports 2016 Third Quarter Results


NEW YORK, NY - October 27, 2016 - Hudson Global, Inc. (Nasdaq: HSON), a leading global talent solutions company, today announced financial results for the third quarter ended September 30, 2016.

2016 Third Quarter Summary

Revenue of $108.1 million declined 1.7 percent from the third quarter of 2015 but increased 1.6 percent in constant currency.

Gross margin of $43.5 million declined 3.6 percent from the third quarter of 2015 or 1.4 percent in constant currency.

Net loss* of $2.5 million, or $0.07 per basic and diluted share, compared with net loss of $2.1 million, or $0.06 per basic and diluted share, for the third quarter of 2015.

Adjusted EBITDA** of $0.4 million, compared with an adjusted EBITDA loss of $0.2 million in the third quarter of 2015.

"We delivered solid gross margin growth in seven of our ten markets in the third quarter, including Australia/New Zealand, Belgium, France and the Americas," said Stephen Nolan, chief executive officer at Hudson. "RPO gross margin continued to grow globally, led by the Americas, the U.K. and Australia, as we continued to deliver outstanding service and value to our clients."
* Includes continuing and discontinued operations.
** Adjusted EBITDA and EBITDA are defined in the segment tables at the end of this release.

1



Regional Highlights

Americas

In the third quarter, Hudson Americas' gross margin increased 16 percent compared with the third quarter of 2015. RPO gross margin increased in the third quarter on higher demand from a broad group of clients. EBITDA was $0.3 million in the third quarter, compared with an EBITDA loss of $1.0 million a year ago. The region delivered adjusted EBITDA of $0.4 million for the third quarter, compared with an adjusted EBITDA loss of $0.3 million a year ago, driven by gross margin growth and lower SG&A expenses.

Asia Pacific

Hudson Asia Pacific's gross margin decreased 6 percent in constant currency in the third quarter of 2016 compared with the same period in 2015. Gross margin growth in Australia/New Zealand of 5 percent was more than offset by a 27 percent decline in Asia, driven by tougher conditions and internal challenges in China following rapid growth in recent years. RPO gross margin declined by 7 percent, with 4 percent growth in Australia offset by a 34 percent decline in Asia. EBITDA was a loss of $0.3 million in the third quarter, compared with EBITDA of $1.7 million a year ago. Asia Pacific delivered adjusted EBITDA of $1.1 million, down from adjusted EBITDA of $2.3 million in the third quarter of 2015.

Europe

Hudson Europe's gross margin increased 2 percent in constant currency from the third quarter of 2015. Growth was driven by Continental Europe, with gross margin higher by 19 percent, with double-digit growth in Belgium, France and Spain. In the U.K., gross margin declined 16 percent, as 12 percent gross margin growth in RPO was offset by a 21 percent decline in recruitment, driven by reduced demand in Financial Services and slower hiring patterns following the U.K. vote to exit the European Union. EBITDA was a loss of $0.5 million in the third quarter, compared with an EBITDA loss of $2.1 million a year ago. Adjusted EBITDA was $0.1 million in the third quarter of 2016, flat compared with a year ago.


2



Strategic Actions

The company's strategic actions are focused on supporting its three core businesses -- Recruitment Process Outsourcing (RPO), Talent Management and Recruitment -- and delivering consistent, sustainable growth and profitability. To this end, we are investing in recruitment businesses and practices that present the greatest potential for profitable growth. In addition, we are facilitating growth and development of the global RPO business, recently ranked in HRO Today magazine’s “Baker’s Dozen” of top enterprise RPO providers for the seventh consecutive year. Finally, we are building and differentiating our brand through our unique talent solutions offerings and were recently ranked 4th among large global firms on LinkedIn’s prestigious ‘Most Socially Engaged Staffing Agencies’ 2016 ranking, making the list for the second consecutive year.

Liquidity and Capital Resources

The company ended the third quarter of 2016 with $36.5 million in liquidity, composed of $17.4 million in cash and $19.1 million in availability under its credit facilities. This compares with $24.9 million in cash and $19.8 million in availability under its credit facilities at the end of the second quarter of 2016. The company used $5.0 million in cash flow from operations during the third quarter, largely due to an additional, monthly contractor payroll in the U.K. that fell within the calendar quarter. This compares with $4.8 million generation of cash in the third quarter of 2015, which included $3 million of receivables retained in the sale of the Americas IT business in June 2015. The company had $8.1 million in outstanding borrowings at the end of the third quarter of 2016, primarily in Australia.

Share Repurchase Program

During the third quarter, the company continued its share repurchase program which has an authorization of up to $10 million of the company’s common stock. The company purchased 1,370,199 shares for $2.6 million as part of the repurchase program during the third quarter. Since the inception of this program in the third quarter of 2015 through the end of the third quarter of 2016, the company has purchased 2,846,456 shares for $6.3 million.

Business Outlook

With respect to forward-looking non-GAAP measures, a reconciliation of the non-GAAP measures to the corresponding GAAP measures is not available without unreasonable efforts due to the variability, complexity and low visibility of the non-cash and other items described below that we exclude from the non-GAAP outlook measures. The variability of these items is likely to have a significant impact on our future GAAP financial results.

Given current economic conditions, the company expects fourth quarter 2016 revenue of between $95 million and $105 million and adjusted EBITDA of between breakeven and $2.0 million at prevailing exchange rates. In the fourth quarter of 2015, revenue was $106.1 million and adjusted EBITDA was $1.4 million. This outlook assumes an average exchange rate of 1.23 US Dollars to the British Pound, 1.10 US Dollars to the Euro and 0.76 US Dollars to the Australian Dollar.

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 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 maintain costs at an acceptable level; 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 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


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,
 
 
2016
 
2015
 
2016
 
2015
Revenue
 
$
108,136

 
$
110,028

 
$
322,430

 
$
357,088

Direct costs
 
64,594

 
64,883

 
190,787

 
213,817

Gross margin
 
43,542

 
45,145

 
131,643

 
143,271

Operating expenses:
 
 

 
 

 
 

 
 

Selling, general and administrative expenses
 
43,344

 
45,565

 
135,301

 
151,281

Depreciation and amortization
 
801

 
955

 
2,294

 
3,040

Business reorganization expenses
 
183

 
2,264

 
964

 
5,667

Impairment of long-lived assets
 
587

 

 
587

 

Total operating expenses
 
44,915

 
48,784

 
139,146

 
159,988

Gain (loss) on sale and exit of businesses
 

 
(187
)
 

 
19,818

Operating income (loss)
 
(1,373
)
 
(3,826
)
 
(7,503
)
 
3,101

Non-operating income (expense):
 
 

 
 

 
 

 
 

Interest income (expense), net
 
(109
)
 
(93
)
 
(264
)
 
(542
)
Other income (expense), net
 
(295
)
 
242

 
(445
)
 
215

Income (loss) from continuing operation before provision for income taxes
 
(1,777
)
 
(3,677
)
 
(8,212
)
 
2,774

Provision for (benefit from) income taxes from continuing operations
 
718

 
(1,648
)
 
1,200

 
(1,317
)
Income (loss) from continuing operations
 
(2,495
)
 
(2,029
)
 
(9,412
)
 
4,091

Income (loss) from discontinued operations, net of income taxes
 
35

 
(55
)
 
327

 
864

Net income (loss)
 
$
(2,460
)
 
$
(2,084
)
 
$
(9,085
)
 
$
4,955

Basic and diluted earnings (loss) per share:
 
 

 
 

 
 

 
 

Basic and diluted earnings (loss) per share from continuing operations
 
$
(0.07
)
 
$
(0.06
)
 
$
(0.28
)
 
$
0.12

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

 

 
0.01

 
0.03

Basic and diluted earnings (loss) per share
 
$
(0.07
)
 
$
(0.06
)
 
$
(0.27
)
 
$
0.15

Weighted-average shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
33,572

 
34,687

 
34,121

 
33,784

Diluted
 
33,572

 
34,687

 
34,121

 
33,795




5



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 
 
 
 
 
 
 
September 30,
2016
 
December 31,
2015
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
17,402

 
$
37,663

Accounts receivable, less allowance for doubtful accounts of $867 and $860, respectively
 
64,930

 
62,420

Prepaid and other
 
4,831

 
5,979

Current assets of discontinued operations
 
38

 
81

Total current assets
 
87,201

 
106,143

Property and equipment, net
 
6,689

 
7,928

Deferred tax assets, non-current
 
5,967

 
6,724

Other assets
 
4,497

 
4,154

Total assets
 
$
104,354

 
$
124,949

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
3,970

 
$
5,184

Accrued expenses and other current liabilities
 
36,135

 
40,344

Short-term borrowings
 
8,095

 
2,368

Accrued business reorganization expenses
 
1,632

 
2,252

Current liabilities of discontinued operations
 
363

 
1,443

Total current liabilities
 
50,195

 
51,591

Deferred rent and tenant improvement contributions
 
3,458

 
4,244

Income tax payable, non-current
 
2,246

 
2,279

Other non-current liabilities
 
4,340

 
5,655

Total liabilities
 
60,239

 
63,769

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 35,208 and 35,260 shares, respectively
 
34

 
34

Additional paid-in capital
 
482,094

 
480,816

Accumulated deficit
 
(440,773
)
 
(428,287
)
Accumulated other comprehensive income
 
9,417

 
10,292

Treasury stock, 3,003 and 646 shares, respectively, at cost
 
(6,657
)
 
(1,675
)
Total stockholders’ equity
 
44,115

 
61,180

Total liabilities and stockholders' equity
 
$
104,354

 
$
124,949



6



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended September 30, 2016
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
4,163

 
$
64,607

 
$
39,366

 
$

 
$
108,136

Gross margin, from external customers
 
$
3,691

 
$
22,414

 
$
17,437

 
$

 
$
43,542

Adjusted EBITDA (loss) (1)
 
$
423

 
$
1,122

 
$
100

 
$
(1,294
)
 
$
351

Business reorganization expenses (recovery)
 
(3
)
 
(1
)
 
188

 
(1
)
 
183

Impairment of long-lived assets
 

 
587

 

 

 
587

Stock-based compensation expense
 
5

 
(41
)
 
55

 
134

 
153

Non-operating expense (income),
including corporate administration charges
 
95

 
889

 
323

 
(1,012
)
 
295

EBITDA (loss) (1)
 
$
326

 
$
(312
)
 
$
(466
)
 
$
(415
)
 
$
(867
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
801

Interest expense (income), net
 
 
 
 
 
 
 
 
 
109

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
718

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
(2,495
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
35

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(2,460
)
 
 
 
 
 
 
 
 
 
 
 
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

 
$
(2,369
)
 
$
(217
)
Business reorganization expenses (recovery)
 
589

 
336

 
1,278

 
61

 
2,264

Stock-based compensation expense
 

 

 

 
203

 
203

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
)

(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, stock-based compensation expense 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, 2016
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
3,661

 
$
62,039

 
$
47,367

 
$

 
$
113,067

Gross margin, from external customers
 
$
3,180

 
$
22,416

 
$
21,243

 
$

 
$
46,839

Adjusted EBITDA (loss) (1)
 
$
(45
)
 
$
1,259

 
$
2,308

 
$
(4,244
)
 
$
(722
)
Business reorganization expenses (recovery)
 
(22
)
 
77

 
109

 
(20
)
 
144

Stock-based compensation expense
 
47

 
118

 
93

 
496

 
754

Non-operating expense (income),
including corporate administration charges
 
108

 
489

 
553

 
(1,137
)
 
13

EBITDA (loss) (1)
 
$
(178
)
 
$
575

 
$
1,553

 
$
(3,583
)
 
$
(1,633
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
805

Interest expense (income), net
 
 
 
 
 
 
 
 
 
101

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
808

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
(3,347
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
209

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(3,138
)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended December 31, 2015
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
3,731

 
$
53,268

 
$
49,110

 
$

 
$
106,109

Gross margin, from external customers
 
$
3,235

 
$
21,609

 
$
19,595

 
$

 
$
44,439

Adjusted EBITDA (loss) (1)
 
$
673

 
$
1,706

 
$
1,114

 
$
(2,136
)
 
$
1,357

Business reorganization expenses (recovery)
 
102

 

 
205

 
(146
)
 
161

Stock-based compensation expense
 
4

 
43

 
17

 
204

 
268

Gain (loss) on sale and exit of businesses
 

 

 
17

 

 
17

Non-operating expense (income),
including corporate administration charges
 
4

 
665

 
325

 
(513
)
 
481

EBITDA (loss) (1)
 
$
563

 
$
998

 
$
584

 
$
(1,681
)
 
$
464

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
805

Interest expense (income), net
 
 
 
 
 
 
 
 
 
180

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
1,963

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
(2,484
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
(142
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(2,626
)

(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, stock-based compensation expense 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, 2016
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
11,660

 
$
177,717

 
$
133,053

 
$

 
$
322,430

Gross margin, from external customers
 
$
10,210

 
$
63,601

 
$
57,832

 
$

 
$
131,643

Adjusted EBITDA (loss) (1)
 
$
622

 
$
2,241

 
$
2,883

 
$
(8,128
)
 
$
(2,382
)
Business reorganization expenses (recovery)
 
(41
)
 
273

 
781

 
(49
)
 
964

Impairment of long-lived assets
 

 
587

 

 

 
587

Stock-based compensation expense
 
81

 
161

 
192

 
842

 
1,276

Non-operating expense (income),
including corporate administration charges
 
269

 
2,177

 
1,149

 
(3,150
)
 
445

EBITDA (loss) (1)
 
$
313

 
$
(957
)
 
$
761

 
$
(5,771
)
 
$
(5,654
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
2,294

Interest expense (income), net
 
 
 
 
 
 
 
 
 
264

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
1,200

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(9,412
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
327

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(9,085
)
 
 
 
 
 
 
 
 
 
 
 
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)
 
$
(1,385
)
 
$
5,250

 
$
1,203

 
$
(9,125
)
 
$
(4,057
)
Business reorganization expenses (recovery)
 
1,006

 
669

 
2,678

 
1,314

 
5,667

Stock-based compensation expense
 
555

 
746

 
790

 
1,862

 
3,953

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


(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, stock-based compensation expense 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,
 
2016
 
2015
 
As
 
As
 
Currency
 
Constant
 
reported
 
reported
 
translation
 
currency
Revenue:
 
 
 
 
 
 
 
Hudson Americas
$
4,163

 
$
3,735

 
$
1

 
$
3,736

Hudson Asia Pacific
64,607

 
55,609

 
2,451

 
58,060

Hudson Europe
39,366

 
50,684

 
(6,014
)
 
44,670

Total
$
108,136

 
$
110,028

 
$
(3,562
)
 
$
106,466

Gross margin:
 
 
 
 
 
 
 
Hudson Americas
$
3,691

 
$
3,176

 
$
1

 
$
3,177

Hudson Asia Pacific
22,414

 
23,376

 
521

 
23,897

Hudson Europe
17,437

 
18,593

 
(1,505
)
 
17,088

Total
$
43,542

 
$
45,145

 
$
(983
)
 
$
44,162

SG&A (1):
 
 
 
 
 
 
 
Hudson Americas
$
3,287

 
$
3,494

 
$

 
$
3,494

Hudson Asia Pacific
21,183

 
20,931

 
376

 
21,307

Hudson Europe
17,433

 
18,569

 
(1,491
)
 
17,078

Corporate
1,441

 
2,571

 
8

 
2,579

Total
$
43,344

 
$
45,565

 
$
(1,107
)
 
$
44,458

Business reorganization expenses:
 
 
 
 
 
 
 
Hudson Americas
$
(3
)
 
$
589

 
$

 
$
589

Hudson Asia Pacific
(1
)
 
336

 
49

 
385

Hudson Europe
188

 
1,278

 
(89
)
 
1,189

Corporate
(1
)
 
61

 
88

 
149

Total
$
183

 
$
2,264

 
$
48

 
$
2,312

Operating income (loss):
 
 
 
 
 
 
 
Hudson Americas
$
409

 
$
(1,314
)
 
$
1

 
$
(1,313
)
Hudson Asia Pacific
127

 
1,654

 
69

 
1,723

Hudson Europe
(389
)
 
(1,467
)
 
106

 
(1,361
)
Corporate
(1,520
)
 
(2,699
)
 
(2
)
 
(2,701
)
Total
$
(1,373
)
 
$
(3,826
)
 
$
174

 
$
(3,652
)
EBITDA (loss):
 
 
 
 
 
 
 
Hudson Americas
$
326

 
$
(1,029
)
 
$
(5
)
 
$
(1,034
)
Hudson Asia Pacific
(312
)
 
1,680

 
106

 
1,786

Hudson Europe
(466
)
 
(2,094
)
 
144

 
(1,950
)
Corporate
(415
)
 
(1,186
)
 

 
(1,186
)
Total
$
(867
)
 
$
(2,629
)
 
$
245

 
$
(2,384
)

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

10