Form 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): March 8, 2010

 

 

ModusLink Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-23262   04-2921333

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

1100 Winter Street

Waltham, Massachusetts

  02451
(Address of principal executive offices)   (Zip Code)

(781) 663-5001

(Registrant’s telephone number, including area code)

Not Applicable

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 March 8, 2010, ModusLink Global Solutions, Inc. (the “Registrant”) reported its results of operations for its second quarter of fiscal year 2010, ended January 31, 2010. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 2.02, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibit listed in the Exhibit Index below is furnished with this report.


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.

 

    ModusLink Global Solutions, Inc.
Date:   March 8, 2010   By:  

/S/    STEVEN G. CRANE        

      Steven G. Crane
      Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press Release of the Registrant dated March 8, 2010.
Press Release

Exhibit 99.1

PRESS RELEASE

MODUSLINK GLOBAL SOLUTIONS REPORTS FINANCIAL

RESULTS FOR SECOND QUARTER OF FISCAL 2010

WALTHAM, Mass., March 8, 2010 — ModusLink Global Solutions™, Inc. (NASDAQ: MLNK) today reported financial results for its second quarter of fiscal year 2010 ended January 31, 2010.

Financial Summary

 

   

Net revenue of $235.5 million, a decrease of 9.6% compared to the second quarter of fiscal 2009

   

Gross margin as a percentage of revenue of 13.4% compared to 12.4% in the second quarter of fiscal 2009

   

Operating income of $6.0 million compared to operating loss of $160.5 million in the second quarter of fiscal 2009, which included a non-cash goodwill impairment charge of $164.7 million

   

Net income of $2.6 million, or $0.06 per share, compared to net loss of $168.8 million, or $3.73 per share, in the second quarter of fiscal 2009

   

Non-GAAP operating income of $13.2 million compared to $12.4 million in the second quarter of fiscal 2009, an increase of 6.6%

   

Free cash flow from operations of $29.5 million, an increase of 33.2% compared to the second quarter of fiscal 2009

Consolidated Financial Results

“Despite the economic challenges, we demonstrated sound execution of our business plan and improved profitability in the second quarter,” said Joseph C. Lawler, chairman, president and chief executive officer of ModusLink Global Solutions. “Although revenues were impacted by the economic environment, our revenue mix improved and included new engagements utilizing our Aftermarket and e-Business solutions, and contributions from the recently completed acquisition of Tech for Less. In addition, the cost reduction initiatives implemented last fiscal year continue to have a positive impact on our business. Despite having 9.6% lower revenues compared with the second quarter of last fiscal year, our non-GAAP operating income increased by 6.6% and free cash flow from operations increased by 33.2%.”

“Looking forward, we remain cautious about unit volumes from clients and the timing of the start up of new engagements. However, we continue to see bright spots in our business with improved volumes from certain clients and a generally


improving tone in the market, which provides us with optimism for the future,” continued Lawler.

ModusLink reported net revenue of $235.5 million for the second quarter of fiscal 2010, a decrease of 9.6% compared to net revenue of $260.5 million reported in the second quarter of fiscal 2009, and a decline of 4.5% compared to the first quarter of fiscal 2010. Revenue for the second quarter of 2010 included $4.8 million from Tech for Less, which was acquired on December 4, 2009.

Gross profit for the second quarter of fiscal 2010 was $31.5 million, or 13.4% of revenue, compared to $32.2 million, or 12.4% of revenue, in the second quarter of fiscal 2009. The increase in gross margin as a percentage of revenue was primarily due to favorable work mix and cost reduction initiatives undertaken during fiscal 2009.

Operating income for the second quarter of fiscal 2010 improved to $6.0 million compared to an operating loss of $160.5 million in the second quarter of fiscal 2009. The improvement was principally due to better gross margin and a 10.2% reduction in Selling General & Administrative expenses. In addition, for the second quarter of fiscal 2009, the Company reported a non-cash goodwill impairment charge of $164.7 million, which was not present in the second quarter of fiscal 2010.

Other income (loss) was a loss of $1.2 million in the second quarter of 2010 compared to a loss of $4.9 million in the second quarter of 2009. Other income (loss) for the second quarter of 2010 was primarily comprised of an $0.8 million loss from equity in affiliates. Other income (loss) for the second quarter of 2009 included the impairment of several investments in the @Ventures portfolio, which was not repeated in the second quarter of fiscal 2010.

Net income for the second quarter of 2010 was $2.6 million, or $0.06 per share, compared to net loss of $168.8 million, or ($3.73) per share, for the same period in fiscal 2009.

Excluding net charges related to depreciation, amortization of intangibles, stock-based compensation, restructuring and other non-recurring charges, the Company reported non-GAAP operating income of $13.2 million for the second quarter of fiscal 2010, a 6.6% increase from $12.4 million for the same period in fiscal 2009.

As of January 31, 2010, the Company had working capital of approximately $222.8 million compared to $237.0 million at July 31, 2009 and $217.4 million at January 31, 2009. Included in working capital as of January 31, 2010 were cash, cash equivalents, short-term investments and marketable securities totaling $164.3 million compared to $179.2 million at July 31, 2009 and $135.7 million at January 31, 2009. Cash, cash equivalents and marketable securities at January 31, 2010 reflects a payment of $29.0 million, net of acquired cash, for the acquisition of Tech for Less. The Company concluded the quarter with no outstanding bank debt.

 

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For the second quarter of fiscal 2010, net cash provided by operating activities of continuing operations was $31.4 million and additions to property and equipment were $2.0 million, and therefore free cash flow from operations was $29.5 million, a 33.2% increase compared to $22.1 million in the same period in 2009.

“Our continued focus on cost management and working capital efficiency has resulted in the generation of strong free cash flow from operations,” said Steven G. Crane, chief financial officer of ModusLink Global Solutions. “We continue to maintain a robust and liquid balance sheet that serves as a strong foundation to support future growth and strategic acquisitions.”

Based on current forecasts from its clients, ModusLink updated its outlook and expects revenue for the third quarter of fiscal 2010 to be flat to lower compared to the second quarter of fiscal 2010. The Company expects sequential improvement in revenue for the fourth quarter of fiscal 2010, compared to the third quarter of fiscal 2010, as a result of increased contributions from new engagements. In addition, ModusLink expects to generate positive free cash flow from operations for the full fiscal year 2010.

Stock Repurchase Program Update

During the second quarter of fiscal 2010, the Company repurchased 708,098 shares of its common stock for aggregate consideration of $6.5 million. These purchases were made in open market transactions under the Company’s stock repurchase program, which was announced on June 9, 2009 and pursuant to which the Company has authorized the repurchase of up to $15 million of common stock over a 12-month period. Under the program, the Company repurchased $12.8 million of common stock through January 31, 2010.

Conference Call Information

As previously announced, ModusLink Global Solutions, Inc. will hold a conference call to discuss its fiscal 2010 second quarter results at 5:00 p.m. ET on March 8, 2010. Investors can listen to the conference call on the Internet at www.ir.moduslink.com. To listen to the live call, go to the website at least 15 minutes prior to the start time to download and install the necessary audio software.

Non-GAAP Information

The Company believes that its non-GAAP measure of operating income/(loss) (“non-GAAP operating income/(loss)”) provides investors with a useful, supplemental measure of the Company’s operating performance by excluding the impact of non-cash charges and restructuring activities. Each of the excluded items was excluded because it may be considered to be of a non-operational or non-cash nature. Historically, the Company has recorded significant impairment and restructuring charges. These charges, as well as charges related to depreciation, amortization of intangible assets and stock-based compensation, have been excluded for the purpose of enhancing the understanding by both management and investors of the underlying baseline operating results and trends of the business, which management uses to

 

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evaluate our financial performance for purposes of planning and forecasting future periods. Non-GAAP operating income/(loss) does not have any standardized definition and, therefore, is unlikely to be comparable to similar measures presented by other reporting companies. Non-GAAP operating income/(loss) should not be evaluated in isolation of, or as a substitute for, the Company’s financial results prepared in accordance with United States generally accepted accounting principles. The Company’s usage of non-GAAP operating income/(loss), and the underlying methodology in excluding certain charges, is not necessarily an indication of the results of operations that may be expected in the future, or that the Company will not, in fact, incur such charges in future periods. A table reconciling the Company’s non-GAAP operating income/(loss) to its GAAP operating income/(loss) and its GAAP net income/(loss) is included in the statement of operations information in this release. The Company defines “Free cash flow from operations” as net cash provided by (used in) operating activities of continuing operations less additions to property and equipment as shown on the Company’s consolidated statements of cash flows. Management considers free cash flow from operations to be an important indicator of the Company’s financial strength and the ability to generate liquidity because it reflects net cash generated from operations. Free cash flow from operations is not a measure determined in accordance with GAAP and may not be defined and calculated by other companies in the same manner. A table reconciling “Free cash flow from operations” to the GAAP measures of net cash provided by (used in) operating activities of continuing operations less additions to property and equipment is included in the statement of operations information in this release.

About ModusLink Global Solutions, Inc.

ModusLink Global Solutions, Inc. designs and executes global supply-chain, aftermarket and e-Business solutions — across multiple channels — for the world’s leading technology and consumer brands. More than 25 years of experience developing flexible, scalable and sustainable business process outsourcing and technology solutions across the global value chain enables the Company to solve clients’ cost, time-to-market, customer satisfaction and revenue objectives, by enabling them to react quickly to shifting market dynamics impacting value chain performance and revenues. ModusLink Global Solutions has headquarters in Waltham, Massachusetts and more than 25 facilities in 14 countries—giving it the largest global footprint in the industry. For additional information, visit www.moduslink.com.

ModusLink Global Solutions is a registered trademark of ModusLink Global Solutions, Inc. All other company names and products are trademarks or registered trademarks of their respective companies.

 

 

 

This release contains forward-looking statements, which address a variety of subjects including, for example, the expected impact of improving volumes from certain clients and an improving tone in the market, the prospects for future growth and strategic acquisitions and the current expectations regarding revenue in the third and fourth quarters of fiscal 2010 and free cash flow from operations for fiscal 2010. All statements other than statements of historical fact, including without limitation, those with respect to the Company’s goals, plans, expectations and strategies set forth herein are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these

 

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forward-looking statements: the Company’s success, including its ability to meet its revenue and operating income targets, maintain and improve its free cash flow from operations and cash position, expand its operations and revenue, lower its costs, improve its gross margins, sustain profitability, reach its long-term objectives and operate optimally, depends on its ability to execute on its business strategy and the continued and increased demand for and market acceptance of its services; global economic conditions, especially in the technology sector are uncertain and subject to volatility; demand for our clients’ products may decline or may not achieve the levels anticipated by our clients; potential acquisitions may not be available on terms acceptable to the Company or at all; the Company’s management may face strain on managerial and operational resources as they try to oversee the expanded operations; the Company may not realize the expected benefits of its restructuring and cost cutting actions; the Company may not be able to expand its operations in accordance with its business strategy; the Company’s cash balances may not be sufficient to allow the Company to meet all of its business and investment goals; the Company may experience difficulties integrating technologies, operations and personnel in accordance with its business strategy; the Company derives a significant portion of its revenue from a small number of customers and the loss of any of those customers could significantly damage the Company’s financial condition and results of operations; the Company frequently sells to its supply chain management clients on a purchase order basis rather than pursuant to contracts with minimum purchase requirements, and therefore its sales and the amount of projected revenue that is actually realized are subject to demand variability; risks inherent with conducting international operations; tax rate expectations are based on current tax law and current expected income and may be affected by the jurisdictions in which profits are determined to be earned and taxed, changes in estimates of credits, benefits and deductions, the resolution of issues arising from tax audits with various tax authorities, including payment of interest and penalties and the ability to realize deferred tax assets; the mergers and acquisitions and IPO markets are inherently unpredictable and liquidity events for companies in the Company’s venture capital portfolio may not occur; and increased competition and technological changes in the markets in which the Company competes. For a detailed discussion of cautionary statements that may affect the Company’s future results of operations and financial results, please refer to the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

Contacts:

Investors-Financial:

Bob Joyce, 781-663-5120

Director, Investor Relations

ir@moduslink.com

or

Media:

Farrah Phillipo, 781-663-5096

Communications Manager

farrah_phillipo@moduslink.com

 

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ModusLink Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

     January 31,
2010
   July 31,
2009
   January 31,
2009
Assets:         

Cash and cash equivalents

   $ 163,970    $ 168,767    $ 135,363

Available-for-sale securities

     284      440      333

Short-term investments

     —        10,000      —  

Accounts receivable, trade, net

     150,311      171,090      186,930

Inventories, net

     67,107      63,023      79,644

Prepaid expenses and other current assets

     13,060      12,773      10,200
                    

Total current assets

     394,732      426,093      412,470
                    

Property and equipment, net

     56,348      61,178      66,259

Investments in affiliates

     13,180      12,369      29,313

Goodwill

     42,007      25,708      25,708

Intangible assets, net

     27,509      23,120      25,865

Other assets

     9,741      7,353      6,742
                    
   $ 543,517    $ 555,821    $ 566,357
                    
Liabilities:         

Current portion of capital lease obligations

   $ 54    $ 152    $ 129

Accounts payable

     112,756      122,125      129,275

Current portion of accrued restructuring

     7,021      15,098      9,944

Accrued income taxes

     1,377      1,803      1,679

Accrued expenses

     43,259      42,277      43,248

Other current liabilities

     5,817      5,793      8,426

Current liabilities of discontinued operations

     1,602      1,866      2,348
                    

Total current liabilities

     171,886      189,114      195,049
                    

Long-term portion of accrued restructuring

     1,686      2,014      2,325

Long-term portion of capital leases obligations

     64      194      16

Other long-term liabilities

     16,437      16,490      19,336

Non-current liabilities of discontinued operations

     2,057      2,411      2,964
                    
     20,244      21,109      24,641
Stockholders' equity      351,387      345,598      346,667
                    
   $ 543,517    $ 555,821    $ 566,357
                    

 

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ModusLink Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

     Three months ended
January 31,
    Six months ended
January 31,
 
     2010     2009     Fav (Unfav)     2010     2009     Fav (Unfav)  

Net revenue

   $ 235,488      $ 260,461      -9.6   $ 482,167      $ 551,874      -12.6

Cost of revenue

     203,954        228,240      10.6     414,619        491,583      15.7
                                            

Gross profit

     31,534        32,221      -2.1     67,548        60,291      12.0
                                            
     13.4     12.4   1.0     14.0     10.9   3.1

Operating expenses:

            

Selling, general and administrative

     23,953        26,659      10.2     47,039        64,155      26.7

Amortization of intangible assets

     1,599        1,372      -16.5     2,972        2,740      -8.5

Impairment of goodwill

     —          164,682      100.0     —          164,682      100.0
                                            

Total operating expenses

     25,552        192,713      86.7     50,011        231,577      78.4
                                            

Operating income (loss)

     5,982        (160,492   103.7     17,537        (171,286   110.2

Other income (loss)

     (1,213     (4,902   75.3     (2,374     (8,795   73.0
                                            

Income (loss) from continuing operations before taxes

     4,769        (165,394   102.9     15,163        (180,081   108.4

Income tax expense

     2,174        3,455      37.1     4,055        7,489      45.9
                                            

Income (loss) from continuing operations

     2,595        (168,849   101.5     11,108        (187,570   105.9

Discontinued operations, net of income taxes:

            

Income (loss) from discontinued operations

     (29     74      -139.2     16        159      -89.9
                                            

Net Income (loss)

   $ 2,566      $ (168,775   101.5   $ 11,124      $ (187,411   105.9
                                            

Basic and diluted income (loss) per share:

            

Income (loss) from continuing operations

   $ 0.06      $ (3.73   101.6   $ 0.25      $ (4.12   106.1

Income (loss) from discontinued operations

   $ —        $ —        0.0   $ —        $ —        0.0
                                            

Net income (loss)

   $ 0.06      $ (3.73   101.6   $ 0.25      $ (4.12   106.1
                                            

Shares used in computing basic income (loss) per share

     44,208        45,256          44,504        45,498     
                                    

Shares used in computing diluted income (loss) per share

     44,301        45,256          44,623        45,498     
                                    

 

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ModusLink Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations Information

(In thousands)

(Unaudited)

 

     Three months ended     Six months ended  
     January 31,
2010
    January 31,
2009
    January 31,
2010
    January 31,
2009
 

Net revenue:

        

Americas

     79,026        88,646        164,164        181,627   

Asia

     70,116        74,108        145,682        157,998   

Europe

     79,017        94,106        162,102        204,761   

All other

     7,329        3,601        10,219        7,488   
                                
   $ 235,488      $ 260,461      $ 482,167      $ 551,874   
                                

Operating income (loss):

        

Americas

     (3,369     (76,625     (3,946     (85,711

Asia

     14,778        (66,162     30,210        (55,081

Europe

     (1,054     (13,736     (729     (22,823

All other

     (538     (164     (459     416   
                                
     9,817        (156,687     25,076        (163,199

Other reconciling items

     (3,835     (3,805     (7,539     (8,087
                                
   $ 5,982      $ (160,492   $ 17,537      $ (171,286
                                

Non-GAAP operating income (loss):

        

Americas

     (380     266        1,602        (4,906

Asia

     16,432        10,705        33,591        24,421   

Europe

     264        4,078        2,201        1,404   

All other

     (5     135        378        1,016   
                                
     16,311        15,184        37,772        21,935   

Other reconciling items

     (3,143     (2,827     (6,252     (6,235
                                
   $ 13,168      $ 12,357      $ 31,520      $ 15,700   
                                

Note: Non-GAAP operating income represents total operating income, excluding net charges related to depreciation, amortization of intangible assets, stock-based compensation and restructuring.

 

TABLE RECONCILING NON-GAAP OPERATING INCOME TO GAAP OPERATING INCOME AND NET INCOME (LOSS)

   

  

NON-GAAP Operating income

   $ 13,168      $ 12,357      $ 31,520      $ 15,700   

Adjustments:

        

Depreciation

     (4,226     (4,779     (8,450     (9,446

Amortization of intangible assets

     (1,599     (1,372     (2,972     (2,740

Impairment of goodwill

     —          (164,682     —          (164,682

Stock-based compensation

     (1,325     (1,360     (2,396     (3,044

Restructuring, net

     (36     (656     (165     (7,074
                                

GAAP Operating income (loss)

   $ 5,982      $ (160,492   $ 17,537      $ (171,286
                                

Other income (loss)

     (1,213     (4,902     (2,374     (8,795

Income tax expense

     2,174        3,455        4,055        7,489   

Income (loss) from discontinued operations

     (29     74        16        159   
                                

Net income (loss)

   $ 2,566      $ (168,775   $ 11,124      $ (187,411
                                

The calculations of free cash flow from operations for the three month periods ending January 31, 2010 and January 31, 2009 are as follows:

 

     Three months ended
January 31,
 
     2010     2009  

Net cash provided by operating activities of continuing operations

   $ 31,417      $ 24,663   

Additions to property and equipment

     (1,969     (2,554
                

Free cash flow from operations

   $ 29,448      $ 22,109   
                

 

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