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): August 3, 2017
 
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 August 3, 2017, Hudson Global, Inc. issued a press release announcing its financial results for the three months ended June 30, 2017. 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 August 3, 2017.


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:
August 3, 2017


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 August 3, 2017.



3
Exhibit



Exhibit 99.1
https://cdn.kscope.io/a779702d51260b85db5f2d5af09f6248-hsonlogo.jpg
    
For Immediate Release 
 
Contact:
 
David F. Kirby
 
 
 
 
Hudson
 
 
 
 
212-351-7216
 
 
 
 
david.kirby@hudson.com

Hudson Global Reports 2017 Second Quarter Results


NEW YORK, NY - August 3, 2017 - Hudson Global, Inc. (Nasdaq: HSON), a leading global talent solutions company, today announced financial results for the second quarter ended June 30, 2017.

2017 Second Quarter Summary

Revenue of $113.6 million increased 0.5 percent from the second quarter of 2016 and increased 3.6 percent in constant currency.

Gross margin of $48.3 million increased 3.2 percent from the second quarter of 2016 or 6.1 percent in constant currency.

Net income of $1.2 million, or $0.04 per basic and diluted share, compared with net loss of $3.1 million, or $0.09 per basic and diluted share, for the second quarter of 2016.

Adjusted EBITDA* of $3.4 million, compared with an adjusted EBITDA loss of $0.7 million in the second quarter of 2016. Adjusted EBITDA in 2016 included $2.5 million of compensation and legal fees related to an arbitration with the company's former chairman and chief executive officer.

"We delivered solid gross margin growth around the globe, with growth in nearly every country and notable improvement in the U.K. and China," said Stephen Nolan, chief executive officer at Hudson. "We are pleased to report positive adjusted EBITDA for the fourth consecutive quarter, as we continue to focus on our core markets and practices, delivering growth and positive cash from operations."
* Adjusted EBITDA and EBITDA are defined in the segment tables at the end of this release.

1



Regional Highlights

Americas

In the second quarter of 2017, Hudson Americas' gross margin increased 18 percent compared with the second quarter of 2016. RPO gross margin increased in the second quarter on continued strong demand across the client base. EBITDA was $0.3 million in the second quarter, compared with an EBITDA loss of $0.2 million a year ago. The region delivered adjusted EBITDA of $0.4 million for the second quarter, compared with an adjusted EBITDA loss of $45 thousand a year ago, driven by gross margin growth.

Asia Pacific

Hudson Asia Pacific's gross margin increased 5 percent in constant currency in the second quarter of 2017 compared with the same period in 2016. Gross margin growth was led by Asia, up 12 percent, with a solid recovery in China, up 7 percent, while Hong Kong and Singapore also grew, up 30 percent and 11 percent, respectively, from a year ago. Australia/New Zealand continued to grow, up 2 percent in the quarter. EBITDA was $1.3 million in the second quarter, compared with EBITDA of $0.6 million a year ago. Asia Pacific delivered adjusted EBITDA of $1.9 million, improving from adjusted EBITDA of $1.3 million in the second quarter of 2016.

Europe

Hudson Europe's gross margin increased 6 percent in constant currency in the second quarter of 2017 from the second quarter of 2016. Growth was driven by Continental Europe, up 11 percent, with growth in Belgium, France, Spain, and Poland, on strong demand in permanent recruitment. In the U.K., gross margin declined 2 percent against prior year, but increased 7 percent sequentially from the first quarter of 2017. EBITDA was $2.6 million in the second quarter, compared with EBITDA of $1.6 million a year ago. Adjusted EBITDA was $3.1 million in the second quarter of 2017, improving from $2.3 million a year ago.


2



Liquidity and Capital Resources

The company ended the second quarter of 2017 with $37.6 million in liquidity, composed of $14.9 million in cash and $22.7 million in availability under its credit facilities. This compares with $14.8 million in cash and $15.0 million in availability under its credit facilities at the end of the first quarter of 2017. The company generated $4.5 million in cash flow from operations during the second quarter, due to positive net income and working capital management. This compares with $4.3 million usage of cash in the second quarter of 2016. The company had $6.8 million in outstanding borrowings at the end of the second quarter of 2017, primarily in Australia.

Share Repurchase Program

During the second 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 140,839 shares for $0.2 million as part of the repurchase program during the second quarter. Since the inception of this program in the third quarter of 2015 through the end of the second quarter of 2017, the company has purchased 3,406,991 shares for $7.0 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 third quarter 2017 revenue of between $110 million and $120 million and adjusted EBITDA of between breakeven and $2.0 million at prevailing exchange rates. In the third quarter of 2016, revenue was $108.1 million and adjusted EBITDA was $0.4 million. This outlook assumes an average exchange rate of 1.30 US Dollars to the British Pound, 1.16 US Dollars to the Euro and 0.78 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 June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Revenue
 
$
113,591

 
$
113,067

 
$
216,996

 
$
214,294

Direct costs
 
65,265

 
66,228

 
126,238

 
126,193

Gross margin
 
48,326

 
46,839

 
90,758

 
88,101

Operating expenses:
 
 

 
 

 
 

 
 

Salaries and related
 
36,062

 
38,582

 
69,504

 
72,132

Other selling, general and administrative
 
9,363

 
9,733

 
18,190

 
19,825

Depreciation and amortization
 
687

 
805

 
1,353

 
1,493

Business reorganization
 
(63
)
 
144

 
159

 
781

Total operating expenses
 
46,049

 
49,264

 
89,206

 
94,231

Operating income (loss)
 
2,277

 
(2,425
)
 
1,552

 
(6,130
)
Non-operating income (expense):
 
 

 
 

 
 

 
 

Interest income (expense), net
 
(119
)
 
(101
)
 
(207
)
 
(155
)
Other income (expense), net
 
(9
)
 
(13
)
 
(390
)
 
(150
)
Income (loss) from continuing operation before provision for income taxes
 
2,149

 
(2,539
)
 
955

 
(6,435
)
Provision for income taxes from continuing operations
 
870

 
808

 
1,025

 
482

Income (loss) from continuing operations
 
1,279

 
(3,347
)
 
(70
)
 
(6,917
)
Income (loss) from discontinued operations, net of income taxes
 
(53
)
 
209

 
(18
)
 
292

Net income (loss)
 
$
1,226

 
$
(3,138
)
 
$
(88
)
 
$
(6,625
)
Basic and diluted earnings (loss) per share:
 
 

 
 

 
 

 
 

Basic and diluted earnings (loss) per share from continuing operations
 
$
0.04

 
$
(0.10
)
 
$

 
$
(0.21
)
Basic and diluted earnings (loss) per share from discontinued operations
 

 
0.01

 

 
0.01

Basic and diluted earnings (loss) per share
 
$
0.04

 
$
(0.09
)
 
$

 
$
(0.20
)
Weighted-average shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
32,048

 
33,252

 
32,104

 
33,434

Diluted
 
32,048

 
33,252

 
32,104

 
33,434

Dividends declared per common share
 
$

 
$
0.05

 
$

 
$
0.10




5



HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 
 
 
 
 
 
 
June 30,
2017
 
December 31,
2016
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
14,859

 
$
21,322

Accounts receivable, less allowance for doubtful accounts of $696 and $799, respectively
 
72,147

 
58,517

Prepaid and other
 
5,987

 
4,265

Current assets of discontinued operations
 
38

 
38

Total current assets
 
93,031

 
84,142

Property and equipment, net
 
6,495

 
7,041

Deferred tax assets, non-current
 
6,876

 
6,494

Other assets
 
3,646

 
4,135

Total assets
 
$
110,048

 
$
101,812

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
7,402

 
$
4,666

Accrued expenses and other current liabilities
 
41,198

 
36,154

Short-term borrowings
 
6,763

 
7,770

Accrued business reorganization expenses
 
1,266

 
1,756

Current liabilities of discontinued operations
 
25

 
233

Total current liabilities
 
56,654

 
50,579

Deferred rent and tenant improvement contributions
 
2,489

 
2,968

Income tax payable, non-current
 
2,140

 
2,211

Other non-current liabilities
 
4,154

 
4,169

Total liabilities
 
65,437

 
59,927

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 34,959 and 34,910 shares, respectively
 
34

 
34

Additional paid-in capital
 
482,973

 
482,265

Accumulated deficit
 
(440,566
)
 
(440,478
)
Accumulated other comprehensive income
 
9,564

 
6,931

Treasury stock, 3,568 and 3,145 shares, respectively, at cost
 
(7,394
)
 
(6,867
)
Total stockholders’ equity
 
44,611

 
41,885

Total liabilities and stockholders' equity
 
$
110,048

 
$
101,812



6



HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
For The Three Months Ended June 30, 2017
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
4,161

 
$
69,264

 
$
40,166

 
$

 
$
113,591

Gross margin, from external customers
 
$
3,735

 
$
23,432

 
$
21,159

 
$

 
$
48,326

Adjusted EBITDA (loss) (1)
 
$
404

 
$
1,868

 
$
3,081

 
$
(1,934
)
 
$
3,419

Business reorganization expenses (recovery)
 
1

 

 
(64
)
 

 
(63
)
Stock-based compensation expense
 
20

 
19

 
45

 
433

 
517

Non-operating expense (income),
including corporate administration charges
 
82

 
540

 
488

 
(1,100
)
 
10

EBITDA (loss) (1)
 
$
301

 
$
1,309

 
$
2,612

 
$
(1,267
)
 
$
2,955

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
687

Interest expense (income), net
 
 
 
 
 
 
 
 
 
119

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
870

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
1,279

Income (loss) from discontinued operations, net of income taxes
 
 
 
(53
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
1,226

 
 
 
 
 
 
 
 
 
 
 
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
)

(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 March 31, 2017
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
4,315

 
$
59,710

 
$
39,380

 
$

 
$
103,405

Gross margin, from external customers
 
$
3,836

 
$
19,735

 
$
18,861

 
$

 
$
42,432

Adjusted EBITDA (loss) (1)
 
$
334

 
$
121

 
$
1,493

 
$
(1,594
)
 
$
354

Business reorganization expenses (recovery)
 
(92
)
 

 
336

 
(22
)
 
222

Stock-based compensation expense
 
33

 
6

 
43

 
109

 
191

Non-operating expense (income),
including corporate administration charges
 
59

 
848

 
235

 
(761
)
 
381

EBITDA (loss) (1)
 
$
334

 
$
(733
)
 
$
879

 
$
(920
)
 
$
(440
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
666

Interest expense (income), net
 
 
 
 
 
 
 
 
 
88

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
155

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
(1,349
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
35

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(1,314
)
 
 
 
 
 
 
 
 
 
 
 
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

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

 
$
275

 
$
(466
)
 
$
(415
)
 
$
(280
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
801

Interest expense (income), net
 
 
 
 
 
 
 
 
 
109

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
718

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
$
(1,908
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
35

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(1,873
)

(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 Six Months Ended June 30, 2017
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
8,475

 
$
128,974

 
$
79,547

 
$

 
$
216,996

Gross margin, from external customers
 
$
7,571

 
$
43,166

 
$
40,021

 
$

 
$
90,758

Adjusted EBITDA (loss) (1)
 
$
738

 
$
1,987

 
$
4,574

 
$
(3,527
)
 
$
3,772

Business reorganization expenses (recovery)
 
(91
)
 

 
272

 
(22
)
 
159

Stock-based compensation expense
 
53

 
29

 
88

 
538

 
708

Non-operating expense (income),
including corporate administration charges
 
141

 
1,341

 
774

 
(1,866
)
 
390

EBITDA (loss) (1)
 
$
635

 
$
617

 
$
3,440

 
$
(2,177
)
 
$
2,515

Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,353

Interest expense (income), net
 
 
 
 
 
 
 
 
 
207

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
1,025

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(70
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
(18
)
Net income (loss)
 
 
 
 
 
 
 
 
 
$
(88
)
 
 
 
 
 
 
 
 
 
 
 
For The Six Months Ended June 30, 2016
 
Hudson
Americas
 
Hudson
Asia Pacific
 
Hudson
Europe
 
Corporate
 
Total
Revenue, from external customers
 
$
7,498

 
$
113,110

 
$
93,686

 
$

 
$
214,294

Gross margin, from external customers
 
$
6,520

 
$
41,187

 
$
40,394

 
$

 
$
88,101

Adjusted EBITDA (loss) (1)
 
$
198

 
$
1,105

 
$
2,779

 
$
(6,812
)
 
$
(2,730
)
Business reorganization expenses (recovery)
 
(38
)
 
274

 
593

 
(48
)
 
781

Stock-based compensation expense
 
76

 
198

 
137

 
715

 
1,126

Non-operating expense (income),
including corporate administration charges
 
175

 
1,289

 
826

 
(2,140
)
 
150

EBITDA (loss) (1)
 
$
(15
)
 
$
(656
)
 
$
1,223

 
$
(5,339
)
 
$
(4,787
)
Depreciation and amortization expenses
 
 
 
 
 
 
 
 
 
1,493

Interest expense (income), net
 
 
 
 
 
 
 
 
 
155

Provision for (benefit from) income taxes
 
 
 
 
 
 
 
 
 
482

Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
(6,917
)
Income (loss) from discontinued operations, net of income taxes
 
 
 
292

Net income (loss)
 
 
 
 
 
 
 
 
 
$
(6,625
)

(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 June 30,
 
2017
 
2016
 
As
 
As
 
Currency
 
Constant
 
reported
 
reported
 
translation
 
currency
Revenue:
 
 
 
 
 
 
 
Hudson Americas
$
4,161

 
$
3,661

 
$
(8
)
 
$
3,653

Hudson Asia Pacific
69,264

 
62,039

 
458

 
62,497

Hudson Europe
40,166

 
47,367

 
(3,875
)
 
43,492

Total
$
113,591

 
$
113,067

 
$
(3,425
)
 
$
109,642

Gross margin:
 
 
 
 
 
 
 
Hudson Americas
$
3,735

 
$
3,180

 
$
(8
)
 
$
3,172

Hudson Asia Pacific
23,432

 
22,416

 
(12
)
 
22,404

Hudson Europe
21,159

 
21,243

 
(1,261
)
 
19,982

Total
$
48,326

 
$
46,839

 
$
(1,281
)
 
$
45,558

SG&A (1):
 
 
 
 
 
 
 
Hudson Americas
$
3,348

 
$
3,246

 
$
(7
)
 
$
3,239

Hudson Asia Pacific
21,529

 
21,217

 
(119
)
 
21,098

Hudson Europe
18,188

 
19,108

 
(1,220
)
 
17,888

Corporate
2,361

 
4,744

 

 
4,744

Total
$
45,426

 
$
48,315

 
$
(1,346
)
 
$
46,969

Business reorganization expenses:
 
 
 
 
 
 
 
Hudson Americas
$
1

 
$
(22
)
 
$

 
$
(22
)
Hudson Asia Pacific

 
77

 
(1
)
 
76

Hudson Europe
(64
)
 
109

 
(5
)
 
104

Corporate

 
(20
)
 

 
(20
)
Total
$
(63
)
 
$
144

 
$
(6
)
 
$
138

Operating income (loss):
 
 
 
 
 
 
 
Hudson Americas
$
384

 
$
(76
)
 
$
(2
)
 
$
(78
)
Hudson Asia Pacific
1,405

 
626

 
108

 
734

Hudson Europe
2,928

 
1,918

 
(20
)
 
1,898

Corporate
(2,440
)
 
(4,893
)
 

 
(4,893
)
Total
$
2,277

 
$
(2,425
)
 
$
86

 
$
(2,339
)
EBITDA (loss):
 
 
 
 
 
 
 
Hudson Americas
$
301

 
$
(178
)
 
$
(5
)
 
$
(183
)
Hudson Asia Pacific
1,309

 
575

 
111

 
686

Hudson Europe
2,612

 
1,553

 
(16
)
 
1,537

Corporate
(1,267
)
 
(3,583
)
 

 
(3,583
)
Total
$
2,955

 
$
(1,633
)
 
$
90

 
$
(1,543
)

(1)
SG&A is a measure that management uses to evaluate the segments’ expenses and includes salaries and related costs and other selling, general and administrative costs.

10