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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35319

ModusLink Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

04-2921333

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1601 Trapelo Road, Suite 170

Waltham, Massachusetts

02451

(Address of principal executive offices)

(Zip Code)

(781) 663-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 31, 2017, there were 55,554,589 shares issued and outstanding of the registrant’s Common Stock, $0.01 par value per share.

MODUSLINK GLOBAL SOLUTIONS, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page Number
Part I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements		3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34

Item 4.	Controls and Procedures		35

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings		37

Item 1A.	Risk Factors		37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37

Item 3.	Defaults Upon Senior Securities		37

Item 4.	Mine Safety Disclosures		37

Item 5.	Other Information		37

Item 6.	Exhibits		38

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(unaudited)


	April 30, 2017			July 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	111,945		$	130,790
Trading securities		11,373			16,768
Accounts receivable, trade, net of allowance for doubtful accounts of $488 and $489 at April 30, 2017 and July 31, 2016, respectively		93,402			111,336
Inventories		34,702			40,270
Funds held for clients		12,071			12,549
Prepaid expenses and other current assets		8,174			8,178

Total current assets		271,667			319,891
Property and equipment, net		19,867			22,271
Other assets		4,937			5,770

Total assets	$	296,471		$	347,932

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	81,145		$	114,432
Accrued restructuring		313			2,936
Accrued expenses		40,017			37,740
Funds held for clients		12,071			12,549
Other current liabilities		26,087			27,109

Total current liabilities		159,633			194,766

Long-term portion of accrued restructuring		—			93
Notes payable		58,663			57,169
Other long-term liabilities		9,246			9,964

Long-term liabilities		67,909			67,226

Total liabilities		227,542			261,992

Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.01 par value per share. Authorized 5,000,000 shares; zero issued or outstanding shares at April 30, 2017 and July 31, 2016		—			—
Common stock, $0.01 par value per share. Authorized 1,400,000,000 shares; 55,554,589 issued and outstanding shares at April 30, 2017; 55,249,076 issued and outstanding shares at July 31, 2016		556			553
Additional paid-in capital		7,456,893			7,456,490
Accumulated deficit		(7,389,638	)		(7,373,122	)
Accumulated other comprehensive income		1,118			2,019

Total stockholders’ equity		68,929			85,940

Total liabilities and stockholders’ equity	$	296,471		$	347,932

See accompanying notes to unaudited condensed consolidated financial statements

MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended April 30,						Nine Months Ended April 30,
	2017			2016			2017			2016
Net revenue	$	97,948		$	96,460		$	336,843		$	357,515
Cost of revenue		89,406			94,286			307,770			339,234

Gross profit		8,542			2,174			29,073			18,281

Operating expenses
Selling, general and administrative		14,034			14,489			39,561			42,276
Impairment of long-lived assets		—			—			—			305
Restructuring, net		(249	)		182			1,901			1,429

Total operating expenses		13,785			14,671			41,462			44,010

Operating loss		(5,243	)		(12,497	)		(12,389	)		(25,729	)

Other income (expense):
Interest income		96			334			276			536
Interest expense		(2,041	)		(2,833	)		(6,179	)		(8,339	)
Other gains (losses), net		2,708			2,239			3,239			(7,107	)
Impairment of investments in affiliates		—			—			—			(42	)

Total other income (expense)		763			(260	)		(2,664	)		(14,952	)

Loss before income taxes		(4,480	)		(12,757	)		(15,053	)		(40,681	)
Income tax expense		819			408			2,591			1,464
Gains on investments in affiliates, net of tax		(232	)		(316	)		(1,128	)		(575	)

Net loss	$	(5,067	)	$	(12,849	)	$	(16,516	)	$	(41,570	)

Basic and diluted net loss per share:	$	(0.09	)	$	(0.25	)	$	(0.30	)	$	(0.80	)
Weighted average common shares used in basic and diluted earnings per share		55,257			52,200			55,099			51,867

See accompanying notes to unaudited condensed consolidated financial statements

MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended April 30,						Nine Months Ended April 30,
	2017			2016			2017			2016
Net loss	$	(5,067	)	$	(12,849	)	$	(16,516	)	$	(41,570	)
Other comprehensive loss:
Foreign currency translation adjustment		232			1,977			(1,771	)		31
Pension liability adjustments, net of tax		80			—			830			—
Net unrealized holding gain (loss) on securities, net of tax		40			(2	)		40			29

Other comprehensive gain (loss)		352			1,975			(901	)		60

Comprehensive loss	$	(4,715	)	$	(10,874	)	$	(17,417	)	$	(41,510	)

See accompanying notes to unaudited condensed consolidated financial statements

MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended April 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(16,516	)	$	(41,570	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		5,967			5,820
Amortization of deferred financing costs		422			561
Accretion of debt discount		2,913			3,864
Impairment of long-lived assets		—			305
Share-based compensation		526			926
Non-cash (gains) losses, net		(3,239	)		5,869
(Gains) losses on investments in affiliates and impairments		(1,128	)		(533	)
Changes in operating assets and liabilities:
Trade accounts receivable, net		16,813			10,175
Inventories		4,889			7,999
Prepaid expenses and other current assets		356			(3,128	)
Accounts payable, accrued restructuring and accrued expenses		(30,975	)		(12,880	)
Refundable and accrued income taxes, net		238			2,411
Other assets and liabilities		(1,623	)		(2,114	)

Net cash used in operating activities		(21,357	)		(22,295	)

Cash flows from investing activities:
Additions to property and equipment		(3,885	)		(5,796	)
Proceeds from the disposition of property and equipment		—			1,318
Proceeds from the sale of Trading Securities		7,998			57,056
Investments in affiliates		—			(42	)
Proceeds from investments in affiliates		1,128			575

Net cash provided by investing activities		5,241			53,111

Cash flows from financing activities:
Purchase of the Company’s Convertible Notes		(1,763	)		(359	)
Repayments on capital lease obligations		(171	)		(173	)
Proceeds from issuance of common stock		15			38
Repurchase of common stock		—			(127	)

Net cash used in financing activities		(1,919	)		(621	)

Net effect of exchange rate changes on cash and cash equivalents		(810	)		10

Net increase (decrease) in cash and cash equivalents		(18,845	)		30,205
Cash and cash equivalents at beginning of period		130,790			119,431

Cash and cash equivalents at end of period	$	111,945		$	149,636

See accompanying notes to unaudited condensed consolidated financial statements

MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) NATURE OF OPERATIONS

ModusLink Global Solutions, Inc. (together with its consolidated subsidiaries, “ModusLink Global Solutions” or the “Company”), through its wholly owned subsidiaries, ModusLink Corporation (“ModusLink”) and ModusLink PTS, Inc. (“ModusLink PTS”), is a leader in global supply chain business process management serving clients in markets such as consumer electronics, communications, computing, medical devices, software, and retail. The Company designs and executes critical elements in its clients’ global supply chains to improve speed to market, product customization, flexibility, cost, quality and service. These benefits are delivered through a combination of industry expertise, innovative service solutions, and integrated operations, proven business processes, expansive global footprint and world-class technology. The Company also produces and licenses an entitlement management solution powered by its enterprise-class Poetic software, which offers a complete solution for activation, provisioning, entitlement subscription and data collection from physical goods (connected products) and digital products.

The Company has an integrated network of strategically located facilities with 21 sites operating in 21 languages in various countries, including numerous sites throughout North America, Europe and Asia. The Company previously operated under the names CMGI, Inc. and CMG Information Services, Inc. and was incorporated in Delaware in 1986.

(2) BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2016, which are contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on October 14, 2016. The results for the three and nine months ended April 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

All significant intercompany transactions and balances have been eliminated in consolidation.

The Company considers events or transactions that occur after the balance sheet date but before the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For the period ended April 30, 2017, the Company evaluated subsequent events for potential recognition and disclosure through the date these financial statements were filed.

(3) RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2019 using one of two retrospective application methods or a cumulative effect approach. The Company is evaluating the potential effects on the consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements—Going Concern (Subtopic 205-40), which amends the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance will be effective for the Company as of the first quarter of fiscal year 2018. The new guidance is not anticipated to have an effect on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The Company adopted this guidance beginning in the first quarter of fiscal year 2017. Upon adoption, an entity must apply the guidance retrospectively to all prior periods presented in the financial statements. As such, the prior year consolidated balance sheets were also adjusted.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which provides guidance related to inventory measurement. The new standard requires entities to measure inventory at the lower of cost and net realizable value thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The new standard is effective for the Company beginning in the first quarter of fiscal year 2018. The Company is currently evaluating the effect the guidance will have on the Company’s financial statement disclosures, results of operations and financial position.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This guidance allowed for adoption on either a prospective or retrospective basis. The Company had elected to early adopt this guidance on a prospective basis and, as a result, prior consolidated balance sheets were not retrospectively adjusted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2020. The Company is currently evaluating the effect the guidance will have on the Company’s financial statement disclosures, results of operations and financial position.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this update relate to when another party, along with the Company, are involved in providing a good or service to a customer and are intended to improve the operability and understandability of the implementation guidance on principal versus agent. Revenue recognition guidance requires companies to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the Company is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the Company is an agent). This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently in the process of assessing what impact this new update may have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2018. The Company is currently in the process of assessing what impact this new standard may have on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances, which is similar to what is required today for Securities and Exchange Commission Registrants. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently in the process of assessing what impact this new standard may have on its combined financial statements but does not believe that implementing this standard will have a significant impact on the Company’s current presentation and disclosures.

In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715), which requires that the service cost component of net periodic pension and postretirement benefit cost be presented in the same line item as other employee compensation costs, while the other components be presented separately as non-operating income (expense). This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently in the process of assessing what impact this new standard may have on its consolidated financial statements.

(4) INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by both the moving average and the first-in, first-out methods. Materials that the Company typically procures on behalf of its clients that are included in inventory include materials such as compact discs, printed materials, manuals, labels, hardware accessories, hard disk drives, phone chassis, consumer packaging, shipping boxes and labels, power cords and cables for client-owned electronic devices.

Inventories consisted of the following:


	April 30, 2017		July 31, 2016
	(In thousands)
Raw materials	$	23,640	$	28,506
Work-in-process		639		590
Finished goods		10,423		11,174

	$	34,702	$	40,270

The Company continuously monitors inventory balances and records inventory provisions for any excess of the cost of the inventory over its estimated market value. The Company also monitors inventory balances for obsolescence and excess quantities as compared to projected demands. The Company’s inventory methodology is based on assumptions about average shelf life of inventory, forecasted volumes, forecasted selling prices, contractual provisions with our clients, write-down history of inventory and market conditions. While such assumptions may change from period to period, in determining the net realizable value of its inventories, the Company uses the best information available as of the balance sheet date. If actual market conditions are less favorable than those projected, or the Company experiences a higher incidence of inventory obsolescence because of rapidly changing technology and client requirements, additional inventory provisions may be required. Once established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory and cannot be reversed due to subsequent increases in demand forecasts. Accordingly, if inventory previously written down to its net realizable value is subsequently sold, gross profit margins may be favorably impacted.

(5) INVESTMENTS

Trading securities

During the three months ended April 30, 2017, the Company received $2.2 million in proceeds associated with the sale of publicly traded securities (“Trading Securities”), which included a $0.4 million cash gain. During the three months ended April 30, 2017, the Company recognized $2.2 million in net non-cash net gains associated with its Trading Securities. During the nine months ended April 30, 2017, the Company received $8.0 million in proceeds associated with the sale of Trading Securities, which included a $0.9 million cash gain. During the nine months ended April 30, 2017, the Company recognized $1.7 million in net non-cash net gains associated with its Trading Securities.

During the three months ended April 30, 2016, the Company sold $12.9 million in Trading Securities, with a realized gain of $0.7 million. However, the cash associated with $0.3 million of these trades was received subsequent to April 30, 2016. The receivable associated with this receipt is classified under other current assets on our balance sheet as of April 30, 2016. During the nine months ended April 30, 2016, the Company received $57.1 million in proceeds associated with the sale of Trading Securities, which included a realized gain of $6.2 million. These gains and losses associated with the Trading Securities are recorded as a component of Other gains (losses), net on the Statement of Operations.

As of April 30, 2017, the Company had $11.4 million in investments in Trading Securities. As of July 31, 2016, the Company had $16.8 million in investments in Trading Securities, $12.6 million of which were the publicly traded convertible debentures. The Company’s purchases of the publicly traded convertible debentures were on the open market. The chairman of the board of the company issuing the publicly traded convertible debentures is also the chairman of the board of ModusLink Global Solutions, Inc. The Trading Securities were classified within Level 1 of the fair value hierarchy.

(6) OTHER CURRENT LIABILITIES

The following table reflects the components of “Accrued expenses” and “Other current liabilities”:


	April 30, 2017		July 31, 2016
	(In thousands)
Accrued taxes	$	3,371	$	3,068
Accrued compensation		8,469		9,590
Accrued interest		460		1,346
Accrued audit, tax and legal		2,961		2,544
Accrued contract labor		3,318		2,966
Accrued other		21,438		18,226

	$	40,017	$	37,740


	April 30, 2017		July 31, 2016
	(In thousands)
Accrued pricing liabilities	$	18,882	$	18,882
Other		7,205		8,227

	$	26,087	$	27,109

As of April 30, 2017 and July 31, 2016, the Company had accrued pricing liabilities of approximately $18.9 million for both periods. As previously reported by the Company, several adjustments were made to its historic financial statements for periods ending on or before January 31, 2012, the most significant of which related to the treatment of vendor rebates in its pricing policies. Where the retention of a rebate or a mark-up was determined to have been inconsistent with a client contract (collectively referred to as “pricing adjustments”), the Company concluded that these amounts were not properly recorded as revenue. Accordingly, revenue was reduced by an equivalent amount for the period that the rebate was estimated to have affected. A corresponding liability for the same amount was recorded in that period (referred to as accrued pricing liabilities). The Company believes that it may not ultimately be required to pay all of the accrued pricing liabilities, due in part to the nature of the interactions with its clients. The remaining accrued pricing liabilities at April 30, 2017 will be derecognized when there is sufficient information for the Company to conclude that such liabilities have been extinguished, which may occur through payment, legal release, or other legal or factual determination.

(7) RESTRUCTURING, NET

Restructuring and other costs for the three and nine months ended April 30, 2017 primarily included continuing charges for personnel reductions and facility consolidations in an effort to streamline operations across our global supply chain operations. It is expected that the payments of employee-related charges will be substantially completed during the fiscal year ended July 31, 2017. The remaining contractual obligations primarily relate to facility lease obligations for vacant space resulting from the previous restructuring activities of the Company. The Company anticipates that these contractual obligations will be substantially fulfilled by the end of December 2017.

The $1.9 million restructuring charge recorded during the nine months ended April 30, 2017 primarily consisted of $0.2 million, $0.7 million, $0.5 million and $0.1 million of employee-related costs in the Americas, Asia, Europe and e-Business, respectively, related to the workforce reduction of 78 employees in our global supply chain. Of this amount, $0.5 million related to contractual obligations.

The $1.4 million restructuring charge recorded during the nine months ended April 30, 2016 primarily consisted of $0.9 million and $0.5 million of employee-related costs in the Americas and Asia, respectively, related to the workforce reduction of 75 employees in our global supply chain operations.

The following tables summarize the activities related to the restructuring accrual by expense category and by reportable segment for the nine months ended April 30, 2017:


	Employee Related Expenses			Contractual Obligations			Total
	(In thousands)
Accrued restructuring balance at July 31, 2016	$	2,074		$	955		$	3,029

Restructuring charges		1,853			441			2,294
Restructuring adjustments		(437	)		44			(393	)
Cash paid		(3,274	)		(1,298	)		(4,572	)
Non-cash adjustments		(54	)		9			(45	)

Accrued restructuring balance at April 30, 2017	$	162		$	151		$	313


	Americas			Asia			Europe			e-Business			Consolidated Total
	(In thousands)
Accrued restructuring balance at July 31, 2016	$	862		$	894		$	398		$	875		$	3,029

Restructuring charges		500			972			698			124			2,294
Restructuring adjustments		(217	)		(107	)		(60	)		(9	)		(393	)
Cash paid		(1,034	)		(1,672	)		(984	)		(882	)		(4,572	)
Non-cash adjustments		—			(40	)		(8	)		3			(45	)

Accrued restructuring balance at April 30, 2017	$	111		$	47		$	44		$	111		$	313

The net restructuring charges for the three and nine months ended April 30, 2017 and 2016 would have been allocated as follows had the Company recorded the expense and adjustments within the functional department of the restructured activities:


	Three Months Ended April 30,					Nine Months Ended April 30,
	2017			2016		2017		2016
	(In thousands)
Cost of revenue	$	(170	)	$	182	$	565	$	1,080
Selling, general and administrative		(79	)		—		1,336		349

	$	(249	)	$	182	$	1,901	$	1,429

(8) DEBT

Notes Payable

On March 18, 2014, the Company entered into an indenture (the “Indenture”) with Wells Fargo Bank, National Association, as trustee, relating to the Company’s issuance of $100 million of 5.25% Convertible Senior Notes (the “Notes”). The Notes bear interest at the rate of 5.25% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2014. The Notes will mature on March 1, 2019, unless earlier repurchased by the Company or converted by the holder in accordance with their terms prior to such maturity date.

Holders of the Notes may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business or the business day immediately preceding the maturity date. Each $1,000 of principal of the Notes will initially be convertible into 166.2593 shares of our common stock, which is equivalent to an initial conversion price of approximately $6.01 per share, subject to adjustment upon the occurrence of certain events, or, if the Company obtains the required consent from its stockholders, into shares of the Company’s common stock, cash or a combination of cash and shares of its common stock, at the Company’s election. If the Company has received stockholder approval, and it elects to settle conversions through the payment of cash or payment or delivery of a combination of cash and shares, the Company’s conversion obligation will be based on the volume weighted average prices (“VWAP”) of its common stock for each VWAP trading day in a 40 VWAP trading day observation period. The Notes and any of the shares of common stock issuable upon conversion have not been registered. As of April 30, 2017, the if-converted value of the Notes did not exceed the principal value of the Notes.

Holders will have the right to require the Company to repurchase their Notes, at a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, upon the occurrence of certain fundamental changes, subject to certain conditions. No fundamental changes occurred during the quarter ended April 30, 2017.

The Company may not redeem the Notes prior to the mandatory date, and no sinking fund is provided for the Notes. The Company will have the right to elect to cause the mandatory conversion of the Notes in whole, and not in part, at any time on or after March 6, 2017, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company notifies holders of its election to mandatorily convert the Notes, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company notifies holders of its election to mandatorily convert the notes.

Per the Indenture, if the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable by holders at any time during the three months immediately preceding as of the 365th day after the last date of original issuance of the Notes, the Company shall pay additional interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed. The restrictive legend was removed on August 26, 2015 and, as such, the Company paid $0.2 million in additional interest associated with this restriction.

The Company has valued the debt using similar nonconvertible debt as of the original issuance date of the Notes and bifurcated the conversion option associated with the Notes from the host debt instrument and recorded the conversion option of $28.1 million in stockholders’ equity prior to the allocation of debt issuance costs. The initial value of the equity component, which reflects the equity conversion feature, is equal to the initial debt discount. The resulting debt discount on the Notes is being accreted to interest expense at the effective interest rate over the estimated life of the Notes. The equity component is included in the additional paid-in-capital portion of stockholders’ equity on the Company’s consolidated balance sheet. In addition, the debt issuance costs of $3.4 million are allocated between the liability and equity components in proportion to the allocation of the proceeds. During the first quarter of fiscal year 2017, the Company adopted ASU No. 2015-03. As such, the issuance costs allocated to the liability component ($2.5 million) are capitalized as a reduction of the principal amount of the Notes payable on the Company’s balance sheet and amortized, using the effective-interest method, as additional interest expense over the term of the Notes. The issuance costs allocated to the equity component is recorded as a reduction to additional paid-in capital.

The fair value of the Company’s Notes payable, calculated as of the closing price of the traded securities, was $63.6 million and $51.0 million as of April 30, 2017 and July 31, 2016, respectively. This value does not represent the settlement value of these long-term debt liabilities to the Company. The fair value of the Notes payable could vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. The Notes payable are traded and their fair values are based upon traded prices as of the reporting dates. As of April 30, 2017 and July 31, 2016, the net carrying value of the Notes was $58.7 million and $57.2 million, respectively.


	April 30, 2017			July 31, 2016
	(In thousands)
Carrying amount of equity component (net of allocated debt issuance costs)	$	26,961		$	27,099
Principal amount of Notes	$	67,625		$	69,625
Unamortized debt discount		(8,234	)		(11,443	)
Unamortized debt issuance costs		(728	)		(1,013	)

Net carrying amount	$	58,663		$	57,169

As of April 30, 2017, the remaining period over which the unamortized discount will be amortized is 22 months.


	Three Months Ended April 30,				Nine Months Ended April 30,
	2017		2016		2017		2016
	(In thousands)
Interest expense related to contractual interest coupon	$	914	$	1,322	$	2,737	$	3,968
Interest expense related to accretion of the discount		973		1,391		2,913		3,864
Interest expense related to debt issuance costs		86		123		258		342

	$	1,973	$	2,836	$	5,908	$	8,174

During the three and nine months ended April 30, 2017, the Company recognized interest expense associated with the Notes of $2.0 million and $5.9 million, respectively. During the three and nine months ended April 30, 2016, the Company recognized interest expense associated with the Notes of $2.8 million and $8.2 million, respectively. The effective interest rate on the Notes, including amortization of debt issuance costs and accretion of the discount, is 13.9%. The notes bear interest of 5.25%.

PNC Bank Credit Facility

On June 30, 2014, two direct and wholly owned subsidiaries of the Company (the “Borrowers”) entered into a revolving credit and security agreement (as amended, the “Credit Agreement”), as borrowers and guarantors, with PNC Bank and National Association, as lender and as agent, respectively.

The Credit Agreement has a five (5) year term which expires on June 30, 2019. It includes a maximum credit commitment of $50.0 million, is available for letters of credit (with a sublimit of $5.0 million) and has a $20.0 million uncommitted accordion feature. The actual maximum credit available under the Credit Agreement varies from time to time and is determined by calculating the applicable borrowing base, which is based upon applicable percentages of the values of eligible accounts receivable and eligible inventory minus reserves determined by the Agent (including other reserves that the Agent may establish from time to time in its permitted discretion), all as specified in the Credit Agreement.

Generally, borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) LIBOR (adjusted to reflect any required bank reserves) for an interest period equal to one, two or three months (as selected by the Borrowers) plus a margin of 2.25% per annum or (b) a base rate determined by reference to the highest of (1) the base commercial lending rate publicly announced from time to time by PNC Bank, National Association, (2) the sum of the Federal Funds Open Rate in effect on such day plus one half of one percent (0.5%) per annum, or (3) the LIBOR rate (adjusted to reflect any required bank reserves) in effect on such day plus 1.00% per annum. In addition to paying interest on outstanding principal under the Credit Agreement, the Borrowers are required to pay a commitment fee, in respect of the unutilized commitments thereunder, of 0.25% per annum, paid quarterly in arrears. The Borrowers are also required to pay a customary letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

Obligations under the Credit Agreement are guaranteed by the Borrowers’ existing and future direct and indirect wholly-owned domestic subsidiaries, subject to certain limited exceptions; and the Credit Agreement is secured by security interests in substantially all the Borrowers’ assets and the assets of each subsidiary guarantor, whether owned as of the closing or thereafter acquired, including a pledge of 100.0% of the equity interests of each subsidiary guarantor that is a domestic entity (subject to certain limited exceptions) and 65.0% of the voting equity interests of any direct first tier foreign entity owned by either Borrower or by a subsidiary guarantor. The Company is not a borrower or a guarantor under the Credit Agreement.

The Credit Agreement contains certain customary negative covenants, which include limitations on mergers and acquisitions, the sale of assets, liens, guarantees, investments, loans, capital expenditures, dividends, indebtedness, changes in the nature of business, transactions with affiliates, the creation of subsidiaries, changes in fiscal year and accounting practices, changes to governing documents, compliance with certain statutes, and prepayments of certain indebtedness. The Credit Agreement also contains certain customary affirmative covenants (including periodic reporting obligations) and events of default, including upon a change of control. The Credit Agreement requires compliance with certain financial covenants providing for maintenance of specified liquidity, maintenance of a minimum fixed charge coverage ratio and/or maintenance of a maximum leverage ratio following the occurrence of certain events and/or prior to taking certain actions, all as more fully described in the Credit Agreement. The Company believes that the Credit Agreement provides greater financial flexibility to the Company and the Borrowers and may enhance their ability to consummate one or several larger and/or more attractive acquisitions and should provide our clients and/or potential clients with greater confidence in the Company’s and the Borrowers’ liquidity. During the three months ended April 30, 2017, the Company did not meet the criteria that would cause its financial covenants to be applicable. As of April 30, 2017 and July 31, 2016, the Company did not have a balance outstanding on the PNC Bank credit facility.

(9) CONTINGENCIES

On June 8, 2015, Sean Peters, a former employee filed a complaint (the “Complaint”) against ModusLink Corporation in Superior Court of California asserting claims, among other things, for failure to pay wages, breach of contract, wrongful retaliation and termination, fraud, violations of California Business and Professions Code Section 17200, et seq., and civil penalties pursuant to California Labor Code Sections and pursuant to the California Private Attorney General Act, seeking over $1.0 million in damages, attorneys’ fees and costs and penalties. ModusLink filed an Answer to the Complaint making a general denial and asserting various affirmative defenses. The parties have agreed to mediate the matter. A Mediation is tentatively scheduled for June 29, 2017. The parties have engaged in formal and informal discovery, but no depositions have been taken. Although there can be no assurance as to the ultimate outcome, ModusLink believes it has meritorious defenses and intends to defend the allegations vigorously.

On May 12, 2017, the Excise Tax Branch of the Internal Revenue Service issued a $1.6 million claim associated with the Company’s compliance with the self-assessment of excise tax on Ozone Depleting Chemicals. The Company is objecting to the assessment on a number of technical and substantive grounds. Currently the Company is unable to determine the probability of an unfavorable outcome or a range of outcomes. Accordingly the Company has not recorded a reserve associated with this matter.

(10) OTHER GAINS (LOSSES), NET

The following table reflects the components of “Other gains (losses), net”:


	Three Months Ended April 30,					Nine Months Ended April 30,
	2017			2016		2017		2016
	(In thousands)
Foreign currency exchange gain (losses)	$	206		$	137	$	632	$	(616	)
Gains (losses) on Trading Securities		2,509			1,860		2,603		(6,488	)
Other, net		(7	)		242		4		(3	)

	$	2,708		$	2,239	$	3,239	$	(7,107	)

The Company recorded foreign exchange gains of approximately $0.2 million and $0.1 million during the three months ended April 30, 2017 and 2016, respectively. For the three months ended April 30, 2017, the net gains primarily related to realized and unrealized gains (losses) from foreign currency exposures and settled transactions of approximately $(0.5) million, $0.5 million and $0.3 million in Corporate, Asia and e-Business, respectively. For the three months ended April 30, 2016, the net gains primarily related to realized and unrealized gains from foreign currency exposures and settled transactions of approximately $0.5 million, $0.5 million $0.1 million in the Asia, Europe and e-Business, respectively, offset by net losses of $1.1 million in Corporate.

During the three months ended April 30, 2017 and 2016, the Company recognized $2.5 million and $1.9 million in net gains associated with its Trading Securities. During the three months ended April 30, 2016, the Company recognized $0.2 million in net gains associated with short-term foreign currency contracts.

The Company recorded foreign exchange gains (losses) of approximately $0.6 million and $(0.6) million during the nine months ended April 30, 2017 and 2016, respectively. For the nine months ended April 30, 2017, the net gains primarily related to realized and unrealized gains (losses) from foreign currency exposures and settled transactions of approximately $0.7 million, $0.2 million and $(0.4) million in Corporate, e-Business and Europe, respectively. For the nine months ended April 30, 2016, the net losses primarily related to realized and unrealized losses from foreign currency exposures and settled transactions of approximately $(0.5) million and $(0.2) million in the Asia and Corporate, respectively, offset by net gains of $0.1 million in e-Business.

During the nine months ended April 30, 2017 and 2016, the Company recognized $2.6 million and $(6.5) million in net gains (losses) associated with its Trading Securities. During the nine months ended April 30, 2016, the Company recognized $0.1 million in net gains associated with short-term foreign currency contracts.

(11) INCOME TAXES

The Company operates in multiple taxing jurisdictions, both within and outside of the United States. For the three months ended April 30, 2017, the Company was profitable in certain jurisdictions, resulting in an income tax expense using enacted rates in those jurisdictions. As of April 30, 2017 and July 31, 2016, the total amount of the liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $0.7 million and $1.2 million, respectively.

Uncertain Tax Positions

In accordance with the Company’s accounting policy, interest related to unrecognized tax benefits is included in the provision of income taxes line of the Condensed Consolidated Statements of Operations. As of April 30, 2017 and July 31, 2016, the liabilities for interest expense related to uncertain tax positions were immaterial. The Company did not accrue for penalties related to income tax positions as there were no income tax positions that required the Company to accrue penalties. The Company does not expect any unrecognized tax benefits to reverse in the next twelve months. The Company is subject to U.S. federal income tax and various state, local and international income taxes in numerous jurisdictions. The federal and state tax returns are generally subject to tax examinations for the tax years ended July 31, 2012 through July 31, 2016. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. In addition, a number of tax years remain subject to examination by the appropriate government agencies for certain countries in the Europe and Asia regions. In Europe, the Company’s 2009 through 2016 tax years remain subject to examination in most locations, while the Company’s 2005 through 2016 tax years remain subject to examination in most Asia locations.

Net Operating Loss

The Company has certain deferred tax benefits, including those generated by net operating losses and certain other tax attributes (collectively, the “Tax Benefits”). The Company’s ability to use these Tax Benefits could be substantially limited if it were to experience an “ownership change,” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an ownership change would occur if there is a greater than 50-percentage point change in ownership of securities by stockholders owning (or deemed to own under Section 382 of the Code) five percent or more of a corporation’s securities over a rolling three-year period.

Tax Benefit Preservation Plan

On October 17, 2011, the Company’s Board of Directors adopted a Tax Benefit Preservation Plan between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (as amended from time to time, the “Tax Plan”). The Tax Plan reduces the likelihood that changes in the Company’s investor base would have the unintended effect of limiting the Company’s use of its Tax Benefits. The Tax Plan is intended to require any person acquiring shares of the Company’s securities equal to or exceeding 4.99% of the Company’s outstanding shares to obtain the approval of the Board of Directors. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.99% of the Company’s stock are considered and included in one or more public groups in the calculation of “ownership change” for purposes of Section 382 of the Code. On October 9, 2014, the Tax Plan was amended by our Board of Directors to extend the expiration of the Tax Plan until October 17, 2017. Following the stockholders’ approval of the Protective Amendment (as described below) at the Company’s 2014 Annual Meeting, the Tax Plan was further amended so that it expired at the close of business on December 31, 2014.

Protective Amendment

On December 29, 2014, the Company filed an Amendment to its Restated Certificate of Incorporation (the “Protective Amendment”) with the Delaware Secretary of State to protect the significant potential long-term tax benefits presented by its net operating losses and other tax benefits (collectively, the “NOLs”). The Protective Amendment was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders held on December 9, 2014. As a result of the filing of the Protective Amendment with the Delaware Secretary of State, the Company amended its Tax Benefit Preservation Plan so that it expired at the close of business on December 31, 2014.

The Protective Amendment limits certain transfers of the Company’s common stock, to assist the Company in protecting the long-term value of its accumulated NOLs. The Protective Amendment’s transfer restrictions generally restrict any direct or indirect transfers of the common stock if the effect would be to increase the direct or indirect ownership of the common stock by any person

(as defined in the Protective Amendment) from less than 4.99% to 4.99% or more of the common stock, or increase the percentage of the common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the common stock. Any direct or indirect transfer attempted in violation of the Protective Amendment will be void as of the date of the prohibited transfer as to the purported transferee. The Board of Directors of the Company has discretion to grant waivers to permit transfers otherwise restricted by the Protective Amendment. In accordance with the Protective Amendment, Handy & Harman (“HNH”), a related party, requested, and the Company granted HNH and its affiliates, a waiver under the Protective Amendment to permit their acquisition of up to 45% of the Company’s outstanding shares of common stock in the aggregate (subject to proportionate adjustment, the “45% Cap”), in addition to acquisitions of common stock in connection with the exercise of certain warrants of the Company (the “Warrants”) held by Steel Partners Holdings L.P. (“SPH”), an affiliate of HNH, as well as a limited waiver under Section 203 of the Delaware General Corporation Law for this purpose. Notwithstanding the foregoing, HNH and its affiliates (and any group of which HNH or any of its affiliates is a member) are not permitted to acquire securities that would result in an “ownership change” of the Company for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, that would have the effect of impairing any of the Company’s NOLs. The foregoing waiver was approved by the independent directors of the Company.

(12) EARNINGS PER SHARE

The Company calculates earnings per share in accordance with ASC Topic 260, “Earnings per Share.” The following table reconciles earnings per share for the three and nine months ended April 30, 2017 and 2016:


	Three Months Ended April 30,						Nine Months Ended April 30,
	2017			2016			2017			2016
	(In thousands, except per share data)
Net loss	$	(5,067	)	$	(12,849	)	$	(16,516	)	$	(41,570	)
Weighted average common shares outstanding		55,257			52,200			55,099			51,867
Weighted average common equivalent shares arising from dilutive stock options and restricted stock		—			—			—			—

Weighted average number of common and potential common shares		55,257			52,200			55,099			51,867

Basic and diluted net loss per share	$	(0.09	)	$	(0.25	)	$	(0.30	)	$	(0.80	)

Basic earnings per common share is calculated using the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, if any, gives effect to diluted stock options (calculated based on the treasury stock method), non-vested restricted stock shares purchased under the employee stock purchase plan and shares issuable upon debt conversion (calculated using an as-if converted method).

For the three and nine months ended April 30, 2017, approximately 13.9 million and 14.3 million, respectively, common stock equivalent shares were excluded from the denominator in the calculation of diluted earnings per share as their inclusion would have been antidilutive.

For the three and nine months ended April 30, 2016, approximately 21.8 million and 21.7 million, respectively, common stock equivalent shares were excluded from the denominator in the calculation of diluted earnings per share as their inclusion would have been antidilutive.

(13) SHARE-BASED PAYMENTS

The following table summarizes share-based compensation expense related to employee stock options, employee stock purchases and non-vested shares for the three and nine months ended April 30, 2017 and 2016, which was allocated as follows:


	Three Months Ended April 30,					Nine Months Ended April 30,
	2017		2016			2017		2016
	(In thousands)
Cost of revenue	$	10	$	21		$	41	$	77
Selling, general and administrative		135		(53	)		485		849

	$	145	$	(32	)	$	526	$	926

At April 30, 2017, there was approximately $0.1 million of total unrecognized compensation cost related to Stock Options issued under the Company’s plans. At April 30, 2017, there was approximately $0.3 million of total unrecognized compensation cost related to non-vested share-based compensation awards under the Company’s plans.

(14) COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) combines net income (loss) and other comprehensive items. Other comprehensive items represent certain amounts that are reported as components of stockholder’s equity in the accompanying condensed consolidated balance sheets.

Accumulated other comprehensive items consist of the following:


	Foreign currency items			Pension items			Unrealized gains (losses) on securities		Total
				(In thousands)
Accumulated other comprehensive income (loss) at July 31, 2016	$	6,131		$	(4,206	)	$	94	$	2,019
Foreign currency translation adjustment		(1,771	)		—			—		(1,771	)
Pension liability adjustments		—			830			—		830
Net unrealized holding gain on securities		—			—			40		40

Net current-period other comprehensive income (loss)		(1,771	)		830			40		(901	)

Accumulated other comprehensive income (loss) at April 30, 2017	$	4,360		$	(3,376	)	$	134	$	1,118

(15) SEGMENT INFORMATION

The Company has four operating segments: Americas; Asia; Europe; and e-Business. Based on the information provided to the Company’s chief operating decision-maker (“CODM”) for purposes of making decisions about allocating resources and assessing performance and quantitative thresholds, the Company has determined that it has four reportable segments: Americas, Asia, Europe and e-Business. The Company also has Corporate-level activity, which consists primarily of costs associated with certain corporate administrative functions such as legal, finance and public reporting costs, which are not allocated to the Company’s reportable segments. The Corporate-level balance sheet information includes cash and cash equivalents, Trading Securities, investments in affiliates, notes payables and other assets and liabilities which are not identifiable to the operations of the Company’s operating segments. All significant intra-segment amounts have been eliminated. The Company has recently had personnel reductions and facility consolidations, and is undergoing operational changes. Therefore, in the future, as the Company evolves, adjustments may be made as to how the Company allocates resources and analyzes performance, which can result in a change to these segments.

Summarized financial information of the Company’s continuing operations by operating segment is as follows:


	Three Months Ended April 30,						Nine Months Ended April 30,
	2017			2016			2017			2016
	(In thousands)
Net revenue:
Americas	$	20,179		$	22,707		$	73,240		$	84,126
Asia		37,056			33,217			118,790			131,624
Europe		34,272			33,186			124,363			116,585
e-Business		6,441			7,350			20,450			25,180

	$	97,948		$	96,460		$	336,843		$	357,515

Operating income (loss):
Americas	$	(2,363	)	$	(3,601	)	$	(7,939	)	$	(11,598	)
Asia		832			(2,015	)		4,921			1,031
Europe		(2,334	)		(3,826	)		(4,885	)		(7,858	)
e-Business		(197	)		(1,248	)		(742	)		(2,149	)

Total Segment operating income (loss)		(4,062	)		(10,690	)		(8,645	)		(20,574	)
Corporate-level activity		(1,181	)		(1,807	)		(3,744	)		(5,155	)

Total operating loss		(5,243	)		(12,497	)		(12,389	)		(25,729	)

Total other expense		(763	)		260			2,664			14,952

Loss before income taxes	$	(4,480	)	$	(12,757	)	$	(15,053	)	$	(40,681	)


	April 30, 2017		July 31, 2016
	(In thousands)
Total assets:
Americas	$	23,524	$	28,280
Asia		76,147		89,242
Europe		64,212		75,952
e-Business		18,634		22,884

Sub-total—segment assets		182,517		216,358
Corporate		113,954		131,574

	$	296,471	$	347,932

Summarized financial information of the Company’s net revenue from external customers by group of services is as follows:


	Three Months Ended April 30,				Nine Months Ended April 30,
	2017		2016		2017		2016
	(In thousands)
Supply chain services	$	91,507	$	89,110	$	316,393	$	332,335
e-Business services		6,441		7,350		20,450		25,180

	$	97,948	$	96,460	$	336,843	$	357,515

As of April 30, 2017, approximately $3.0 million, $3.4 million, $3.3 million, $2.3 million and $2.8 million of the Company’s long-lived assets were located in the U.S.A., Netherlands, Ireland, China and Singapore, respectively. As of July 31, 2016, approximately $12.3 million, $3.0 million, $3.5 million, $3.0 million and $2.9 million of the Company’s long-lived assets were located in the U.S.A., Netherlands, Ireland, China and Singapore, respectively.

For the three months ended April 30, 2017, the Company’s net revenues within U.S.A., China, Netherlands and Czech Republic were $21.0 million, $29.1 million, $16.5 million and $16.4 million, respectively. For the three months ended April 30, 2016, the Company’s net revenues within U.S.A., China, Netherlands and Czech Republic were $23.7 million, $26.0 million, $13.5 million and $17.8 million, respectively.

For the nine months ended April 30, 2017, the Company’s net revenues within U.S.A., China, Netherlands and Czech Republic were $75.3 million, $97.2 million, $53.3 million and $64.4 million, respectively. For the nine months ended April 30, 2016, the Company’s net revenues within U.S.A., China, Netherlands and Czech Republic were $88.8 million, $109.8 million, $51.2 million and $58.7 million, respectively.

(16) RELATED PARTY TRANSACTIONS

On December 24, 2014, the Company entered into a Management Services Agreement with SP Corporate Services LLC (“SP Corporate”), effective as of January 1, 2015 (as amended, the “Management Services Agreement”). SP Corporate is an indirect wholly owned subsidiary of Steel Partners Holdings L.P. (“Steel Holdings”) and is a related party. Pursuant to the Management Services Agreement, SP Corporate provided the Company and its subsidiaries with the services of certain employees, including certain executive officers, and other corporate services.

The Management Services Agreement had an initial term of six months. On June 30, 2015, the Company entered into an amendment that extended the term of the Management Services Agreement to December 31, 2015 and provided for automatic renewal for successive one year periods, unless and until terminated.in accordance with the terms set forth therein, which include, under certain circumstances, the payment by the Company of certain termination fees to SP Corporate. On March 10, 2016, the Company entered into a Second Amendment to the Management Services Agreement with SPH Services, Inc. (“SPH Services”) pursuant to which SPH Services assumed rights and responsibilities of SP Corporate and the services provided by SPH Services to the Company were modified pursuant to the terms of the amendment. SPH Services is the parent of SP Corporate and an affiliate of SPH Group Holdings LLC. On March 10, 2016, the Company entered into a Transfer Agreement with SPH Services pursuant to which the parties agreed to transfer to the Company certain individuals who provide corporate services to the Company.

Pursuant to the Management Services Agreement, the Company pays a fixed monthly fee of $175,000 in consideration for the services and incremental costs as incurred. The fees payable under the Management Services Agreement are subject to review and such adjustments as may be agreed upon by the parties. Total expenses incurred related to the Management Services Agreement for the three months ended April 30, 2017 and 2016 were both $0.6 million. Total expenses incurred related to the Management Services Agreement for the nine months ended April 30, 2017 and 2016 were both $1.7 million. As of April 30, 2017, $0.4 million was due to SPH Services. As of July 31, 2016, amounts due to SP Corporate SPH Services were $0.5 million.

The Related Party Transactions Committee of the Board (the “Related Party Transactions Committee”) approved the entry into the Management Services Agreement (and the amendment thereto) and the Transfer Agreement. The Related Party Transactions Committee held the responsibility to review, approve and ratify related party transactions from November 20, 2014, until October 11, 2016. On October 11, 2016, the Board adopted a Related Person Transaction Policy that is administered by the Audit Committee and applies to all related party transactions. As of October 11, 2016, the Audit Committee of the Board reviews all related party transactions on an ongoing basis and all such transactions must be approved or ratified by the Audit Committee.

Mutual Securities, Inc. (“Mutual Securities”) serves as the broker and record-keeper for all the transactions associated with the Trading Securities. An officer of SP Corporate and of the General Partner of Steel Partners Holdings L.P., is a registered principal of Mutual Securities. Commissions charged by Mutual Securities are generally commensurate with commissions charged by other institutional brokers, and the Company believes its use of Mutual Securities is consistent with its desire to obtain best price and execution. During the three months ended April 30, 2017, Mutual Securities received an immaterial amount in commissions associated with these transactions.

(17) FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

ASC Topic 820 provides that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC Topic 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs

Level 3: Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants would price the assets or liabilities

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, current liabilities and the revolving line of credit approximate fair value because of the short maturity of these instruments. The carrying value of capital lease obligations approximates fair value, as estimated by using discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The fair values of the Company’s Trading Securities are estimated using quoted market prices. The Company values foreign exchange forward contracts using observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. The defined benefit plans have 100% of their assets invested in bank-managed portfolios of debt securities and other assets. Conservation of capital with some conservative growth potential is the strategy for the plans. The Company’s pension plans are outside the United States, where asset allocation decisions are typically made by an independent board of trustees. Investment objectives are aligned to generate returns that will enable the plans to meet their future obligations. The Company acts in a consulting and governance role in reviewing investment strategy and providing a recommended list of investment managers for each plan, with final decisions on asset allocation and investment manager made by local trustees.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following tables present the Company’s financial assets measured at fair value on a recurring basis as of April 30, 2017 and July 31, 2016, classified by fair value hierarchy:


			Fair Value Measurements at Reporting Date Using
(In thousands)	April 30, 2017		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	11,373	$	11,373	$	—	$	—
Money market funds		86,318		86,318		—		—

			Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2016		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	4,209	$	4,209	$	—	$	—
Marketable corporate bonds		12,559		12,559		—		—
Money market funds		101,224		101,224		—		—

There were no transfers between Levels 1, 2 or 3 during any of the periods presented.

When available, quoted prices were used to determine fair value. When quoted prices in active markets were available, investments were classified within Level 1 of the fair value hierarchy. When quoted prices in active markets were not available, fair values were determined using pricing models, and the inputs to those pricing models were based on observable market inputs. The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were certain assets subject to long-lived asset impairment.

The Company reviews the carrying amounts of these assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of the asset group or reporting unit is not recoverable and exceeds its fair value. The Company estimated the fair values of assets subject to impairment based on the Company’s own judgments about the assumptions that market participants would use in pricing the assets and on observable market data, when available. The Company uses the income approach when determining the fair value of its reporting units.

Fair Value of Financial Instruments

The Company’s financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature.

Included in Trading Securities in the accompanying balance sheet are marketable equity securities and marketable corporate bonds. These instruments are valued at quoted market prices in active markets. Included in cash and cash equivalents in the accompanying balance sheet are money market funds. These are valued at quoted market prices in active markets.

The following table presents the Company’s debt not carried at fair value:


	April 30, 2017				July 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
	(In thousands)
Notes payable	$	58,663	$	63,610	$	57,169	$	50,957	Level 1

The fair value of our Notes payable represents the value at which our lenders could trade our debt within the financial markets, and does not represent the settlement value of these long-term debt liabilities to us. The fair value of the Notes payable could vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. The Notes payable are traded and their fair values are based upon traded prices as of the reporting dates.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The matters discussed in this report contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended that involve risks and uncertainties. All statements other than statements of historical information provided herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects” and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, those discussed in Part II—Item 1A below and elsewhere in this report and the risks discussed in the Company’s Annual Report on Form 10-K filed with the SEC on October 14, 2016. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof, except as required by applicable securities laws and regulations.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

ModusLink Global Solutions, through ModusLink and ModusLink PTS, executes comprehensive supply chain and logistics services (the “Supply Chain Business”) that are designed to improve clients’ revenue, cost, and sustainability and customer experience objectives. The Supply Chain Business provides services to leading companies in consumer electronics, communications, computing, medical devices, software, and retail. The Company’s operations are supported by a global footprint that includes 21 sites operating in 21 languages across North America, Europe, and the Asia Pacific region.

We operate an integrated supply chain system infrastructure that extends from front-end order management through distribution and returns management. This end-to-end solution enables clients to link supply and demand in real time, improve visibility and performance throughout the supply chain, and provide real-time access to information for greater collaboration and making informed business decisions. The Company also produces and licenses an entitlement management solution powered by its enterprise-class Poetic software, which is an enterprise grade, entitlement management system, and offers a complete solution for activation, provisioning, entitlement subscription and data collection from physical goods (connected products) and digital products. We believe our strategic positioning provides a global value proposition in technology and forward and reverse logistics.

Historically, a significant portion of our revenue from our Supply Chain Business has been generated from clients in the computer and software markets. These markets, while large in size, are mature and, as a result, gross margins in these markets tend to be lower than other markets the Company operates in. To address this, in addition to the computer and software markets, we have expanded our sales focus to include additional markets such as communications and consumer electronics, among others. We believe these markets, and other verticals we operate in, may experience faster growth than our historical markets, and represent opportunities to realize higher gross margins on the services we offer. Companies in these markets often have significant need for a supply chain partner who will be an extension to their business models. We believe the scope of our service offerings, including value-added warehousing and distribution, repair and recovery, aftersales, returns management, financial management, entitlement management, contact center support, material planning and factory supply, and e-Business will increase the overall value of the supply chain solutions we deliver to our existing clients and to new clients.

Many of our clients’ products are subject to seasonal consumer buying patterns. As a result, the services we provide to our clients are also subject to seasonality, with higher revenue and operating income typically being realized from handling our clients’ products during the first half of our fiscal year, which includes the holiday selling season.

Management evaluates operating performance based on net revenue, operating income (loss) and net income (loss) and a measure that we refer to as adjusted EBITDA, defined as net income (loss) excluding net charges related to interest income, interest expense, income tax expense, depreciation, amortization of intangible assets, SEC inquiry and financial restatement costs, SEC penalties on resolution, strategic consulting and other related professional fees, restructuring, share-based compensation, impairment of long-lived assets, unrealized foreign exchange gains and losses, net, other non-operating gains and losses, net, gains and losses, and equity in gains and losses, of affiliates and impairments, and income from discontinued operations. Among the key factors that will influence our performance are successful execution and implementation of our strategic initiatives, global economic conditions, especially in the technology sector, which comprises a predominant proportion of our business, demand for our clients’ products, the effect of product form factor changes, technology changes, revenue mix and demand for outsourcing services. Management’s turnaround plan is in place which has led to changes in executive leadership, investments in the business, institution of lean principles and methodologies across all sites including administrative activities, cost reductions, select facility downsizing and process driven changes to realign the Company’s structure around client needs.

As a large portion of our revenue comes from outsourcing services provided to clients such as retail products and consumer electronics companies, our operating performance has been and may continue to be adversely affected by declines in the overall performance of the technology sector and uncertainty affecting the world economy. In addition, the drop in consumer demand for products of certain clients has had and may continue to have the effect of reducing our volumes and adversely affecting our revenue, gross margin and overall operating performance. Additionally, the markets for our services are generally very competitive, though we believe we have a compelling and differentiated offering due to the value-added services we provide, our commitment to client management, and our global reach. We also face pressure from our clients to continually realize efficiency gains in order to help our clients maintain their profitability objectives. Increased competition and client demands for efficiency improvements may result in price reductions, reduced gross margins and, in some cases, loss of market share. In addition, our profitability varies based on the types of services we provide and the regions in which we perform them. Therefore, the mix of revenue derived from our various services and locations can impact our gross margin results. Also, form factor changes, which we describe as the reduction in the amount of materials and product components used in our clients’ completed packaged product, can also have the effect of reducing our revenue and gross margin opportunities. As a result of these competitive and client pressures the gross margins in our business are low. We have developed plans to address process improvements and realize other efficiencies throughout our global footprint with a goal to reduce cost, remove waste and improve our overall gross margins as mentioned above. There can be no assurance that these actions will improve gross margins. For the three months ended April 30, 2017 and 2016, the Company’s gross margin percentage was 8.7% and 2.3%, respectively, indicating that the Company’s profit improvement plans are beginning to take effect. Increased competition as well as industry consolidation and/or low demand for our clients’ products and services may hinder our ability to maintain or improve our gross margins, profitability and cash flows. We must continue to focus on margin improvement, through implementation of our strategic initiatives, cost reductions and asset and employee productivity gains in order to improve the profitability of our business and maintain our competitive position. We generally manage margin and pricing pressures in several ways, including efforts to target new markets, expand our service offerings, improve the efficiency of our processes and to lower our infrastructure costs. We seek to lower our cost to service clients by moving work to lower-cost venues, consolidating and leveraging our global facility footprint, and other actions designed to improve the productivity of our operations.

Historically, a limited number of key clients have accounted for a significant percentage of our revenue. For the three months ended April 30, 2017, our top ten clients collectively accounted for approximately 71.1% of our net revenue. We expect to continue to derive the vast majority of our revenue from sales to a small number of key clients, and we plan to expand into new markets and over time, diversify the concentration of revenue across additional clients. In general, we do not have any agreements which obligate any client to buy a minimum amount of services from us or designate us as an exclusive service provider. Consequently, our net revenue is subject to demand variability by our clients. The level and timing of orders placed by our clients vary for a variety of reasons, including seasonal buying by end-users, the introduction of new technologies and general economic conditions. By diversifying into new markets and improving the operational support structure for our clients, we expect to offset the adverse financial impact such factors may bring about.

For the three months ended April 30, 2017, the Company reported net revenue of $97.9 million, operating loss of $5.2 million, loss from continuing operations before income taxes of $4.5 million and net loss of $5.1 million. For the nine months ended April 30, 2017, the Company reported net revenue of $336.8 million, operating loss of $12.4 million, loss from continuing operations before income taxes of $15.1 million and net loss of $16.5 million. For the three months ended April 30, 2016, the Company reported net revenue of $96.5 million, operating loss of $12.5 million, loss before income taxes of $12.8 million and net loss of $12.8 million. For the nine months ended April 30, 2016, the Company reported net revenue of $357.5 million, operating loss of $25.7 million, loss before income taxes of $40.7 million and net loss of $41.6 million. At April 30, 2017, we had cash and cash equivalents of $111.9 million, and working capital of $112.0 million.

Basis of Presentation

The Company presents its financial information in accordance with accounting principles generally accepted in the United States, U.S. GAAP (or “GAAP”). The Company has four operating segments: Americas; Asia; Europe and e-Business. The Company has four reportable segments: Americas; Asia; Europe; and e-Business. The Company also has Corporate-level activity, which consists primarily of costs associated with certain corporate administrative functions such as legal and finance which are not allocated to the Company’s reportable segments and administration costs related to the Company’s venture capital activities. The corporate-level balance sheet information includes cash and cash equivalents, Trading Securities, investments in affiliates, notes payable and other assets and liabilities which are not identifiable to the operations of the Company’s operating segments.

All significant intercompany transactions and balances have been eliminated in consolidation.

Results of Operations

Three months ended April 30, 2017 compared to the three months ended April 30, 2016

Net Revenue:


	Three Months Ended April 30, 2017		As a % of Total Net Revenue			Three Months Ended April 30, 2016		As a % of Total Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	20,179		20.6	%	$	22,707		23.5	%	$	(2,528	)		(11.1	%)
Asia		37,056		37.8	%		33,217		34.4	%		3,839			11.6	%
Europe		34,272		35.0	%		33,186		34.4	%		1,086			3.3	%
e-Business		6,441		6.6	%		7,350		7.6	%		(909	)		(12.4	%)

Total	$	97,948		100.0	%	$	96,460		100.0	%	$	1,488			1.5	%

Net revenue increased by approximately $1.5 million during the three months ended April 30, 2017, as compared to the same period in the prior year. This change in net revenue was primarily driven by an increase in revenues for a client in the computing industry, offset partially by smaller declines in revenues for clients in computing and consumer electronics industries. Fluctuations in foreign currency exchange rates had an insignificant impact on net revenues for the quarter ended April 30, 2017 as compared to the same period in the prior year.

During the three months ended April 30, 2017, net revenue in the Americas region decreased by approximately $2.5 million. This change in net revenue was primarily driven by declines in revenues from clients in consumer electronics industry, partially offset by an increase in revenues for a client in the computing industry. Within the Asia region, the net revenue increase of approximately $3.8 million was primarily driven by an increase in revenues for a client in the computing industry. Within the Europe region, net revenue increased by approximately $1.1 million primarily due to higher revenues from clients in the consumer electronics industry. Net revenue for e-Business decreased by approximately $0.9 million primarily due to lower revenues from clients in the computing and consumer electronics industries, partially offset by increased revenues from a consumer products client.

Cost of Revenue:


	Three Months Ended April 30, 2017		As a % of Segment Net Revenue			Three Months Ended April 30, 2016		As a % of Segment Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	19,956		98.9	%	$	23,492		103.5	%	$	(3,536	)		(15.1	%)
Asia		31,026		83.7	%		30,041		90.4	%		985			3.3	%
Europe		32,563		95.0	%		32,939		99.3	%		(376	)		(1.1	%)
e-Business		5,861		91.0	%		7,814		106.3	%		(1,953	)		(25.0	%)

Total	$	89,406		91.3	%	$	94,286		97.7	%	$	(4,880	)		(5.2	%)

Cost of revenue consists primarily of expenses related to the cost of materials purchased in connection with the provision of supply chain management services as well as costs for salaries and benefits, contract labor, consulting, fulfillment and shipping, and applicable facilities costs. Cost of revenue for the three months ended April 30, 2017 included materials procured on behalf of our clients of $55.8 million, as compared to $55.6 million for the same period in the prior year, an increase of $0.2 million. Total cost of revenue decreased by $4.9 million for the three months ended April 30, 2017, as compared to the three months ended April 30, 2016, primarily due to more efficient use of temporary labor in the Asia and Americas regions, respectively. Gross margin percentage for the three months ended April 30, 2017 increased to 8.7% from 2.3% in the prior year quarter, primarily as a result of more efficient use of temporary labor in Asia, Europe and e-Business. For the three months ended April 30, 2017, the Company’s gross margin percentages within the Americas, Asia, Europe and e-Business were 1.1%, 16.3%, 5.0% and 9.0% as compared to -3.5%, 9.6%, 0.7% and -6.3%, respectively, for the same period of the prior year. Fluctuations in foreign currency exchange rates had an insignificant impact on gross margin for the quarter ended April 30, 2017.

In the Americas, the 4.6 percentage point increase in gross margin, from -3.5% to 1.1%, resulted from a favorable reduction in materials costs and more efficient use of temporary labor. In Asia, the 6.7 percentage point increase in gross margin, from 9.6% to 16.3%, was primarily the result of the more efficient use of temporary labor, as well as an increase in revenues for a client in the computing industry. In Europe, the 4.3 percentage point increase in gross margin, from 0.7% to 5.0%, was primarily the result of the more efficient use of temporary labor, as well as higher revenues from clients in the consumer electronics industry. The gross margin for e-Business was 9.0% for the three months ended April 30, 2017 as compared to -6.3% for the same period of the prior year. This increase of 15.3 percentage points was due to favorable labor costs.

Selling, General and Administrative Expenses:


	Three Months Ended April 30, 2017		As a % of Segment Net Revenue			Three Months Ended April 30, 2016		As a % of Segment Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	2,789		13.8	%	$	2,816		12.4	%	$	(27	)		(1.0	%)
Asia		5,187		14.0	%		5,009		15.1	%		178			3.6	%
Europe		4,098		12.0	%		4,073		12.3	%		25			0.6	%
e-Business		779		12.1	%		784		10.7	%		(5	)		(0.6	%)

Sub-total		12,853		13.1	%		12,682		13.1	%		171			1.3	%
Corporate-level activity		1,181					1,807					(626	)		(34.6	%)

Total	$	14,034		14.3	%	$	14,489		15.0	%	$	(455	)		(3.1	%)

Selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, information technology expenses, travel expenses, facilities costs, consulting fees, fees for professional services, depreciation expense, marketing expenses and public reporting costs. Selling, general and administrative expenses during the three months ended April 30, 2017 decreased by approximately $0.5 million compared to the three-month period ended April 30, 2016, primarily as a result of lower employee related costs associated with the Company’s ongoing restructuring efforts ($0.2 million), as well as lower professional fees primarily associated with outsourced services ($0.3 million). Fluctuations in foreign currency exchange rates had an insignificant impact on selling, general and administrative expenses for the quarter ended April 30, 2017.

Restructuring, net:


	Three Months Ended April 30, 2017			As a % of Segment Net Revenue			Three Months Ended April 30, 2016		As a % of Segment Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	(203	)		-1.0	%	$	—		0.0	%	$	(203	)		0.0	%
Asia		11			0.0	%		182		0.5	%		(171	)		(94.0	%)
Europe		(55	)		-0.2	%		—		0.0	%		(55	)		0.0	%
e-Business		(2	)		0.0	%		—		0.0	%		(2	)		0.0	%

Total	$	(249	)		-0.3	%	$	182		0.2	%	$	(431	)		(236.8	%)

The $0.2 million net restructuring adjustments recorded during the three months ended April 30, 2017 primarily consisted of $0.2 million and $0.1 million of employee-related net adjustments of previously recorded accruals in the Americas and Europe, respectively, as well as the workforce reduction of 10 employees in our global supply chain operations. During this period, $0.1 million of restructuring expenses related to contractual obligations.

The $0.2 million restructuring charge recorded during the three months ended April 30, 2016 primarily consisted of $0.2 million of employee-related costs in Asia, related to the workforce reduction of 17 employees in our global supply chain operations.

Interest Income/Expense:

The decrease in interest income of $0.2 million during the three months ended April 30, 2017, as compared to the same period in the prior year, is attributable to the disposition of the Trading Securities during the current and prior quarters.

During the three months ended April 30, 2017 and 2016, interest expense totaled approximately $2.0 million and $2.8 million, respectively. The decrease in interest expense primarily relates to the purchases of the Company’s 5.25% Convertible Senior Notes subsequent to the quarter ended April 30, 2016.

Other Gains (Losses), net:

Income Tax Expense:

During the three months ended April 30, 2017, the Company recorded income tax expense of approximately $0.8 million, as compared to income tax expense of $0.4 million for the same period in the prior fiscal year. For the three months ended April 30, 2017 and 2016, the Company was profitable in certain jurisdictions where the Company operates, resulting in an income tax expense using the enacted tax rates in those jurisdictions. The increase in income taxes was primarily driven by higher pre-tax income in certain jurisdictions.

The Company provides for income tax expense related to federal, state, and foreign income taxes. The Company continues to maintain a full valuation allowance against its deferred tax assets in the U.S. and certain of its foreign subsidiaries due to the uncertainty of realizing such benefits.

Results of Operations

Nine months ended April 30, 2017 compared to the nine months ended April 30, 2016

Net Revenue:


	Nine Months Ended April 30, 2017		As a % of Total Net Revenue			Nine Months Ended April 30, 2016		As a % of Total Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	73,240		21.7	%	$	84,126		23.5	%	$	(10,886	)		(12.9	%)
Asia		118,790		35.3	%		131,624		36.8	%		(12,834	)		(9.8	%)
Europe		124,363		36.9	%		116,585		32.6	%		7,778			6.7	%
e-Business		20,450		6.1	%		25,180		7.1	%		(4,730	)		(18.8	%)

Total	$	336,843		100.0	%	$	357,515		100.0	%	$	(20,672	)		(5.8	%)

Net revenue decreased by approximately $20.7 million during the nine months ended April 30, 2017, as compared to the same period in the prior year. This change in net revenue was primarily driven by decreased revenues from two clients in the consumer electronics industry. One client’s decrease in revenues for the nine months ended April 30, 2017, as compared to the same period in the prior year, had a significant effect on the Americas. The other client had a significant impact on revenues in Asia, as discussed below. Fluctuations in foreign currency exchange rates had an insignificant impact on net revenues for the nine months ended April 30, 2017 as compared to the same period in the prior year.

During the nine months ended April 30, 2017, net revenue in the Americas region decreased by approximately $10.9 million. This change in net revenue was primarily driven by decreased revenues from a client in the consumer electronics market. Within the Asia region, the net revenue decrease of approximately $12.8 million primarily resulted from lower revenues from a program in the consumer electronics market. Within the Europe region, net revenue increased by approximately $7.8 million primarily due to higher revenues from clients in the consumer electronics industry. Net revenue for e-Business decreased by approximately $4.7 million primarily due to lower revenues from clients in the consumer electronics industry.

Cost of Revenue:


	Nine Months Ended April 30, 2017		As a % of Segment Net Revenue			Nine Months Ended April 30, 2016		As a % of Segment Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	72,921		99.6	%	$	85,751		101.9	%	$	(12,830	)		(15.0	%)
Asia		98,740		83.1	%		115,077		87.4	%		(16,337	)		(14.2	%)
Europe		116,955		94.0	%		113,349		97.2	%		3,606			3.2	%
e-Business		19,154		93.7	%		25,057		99.5	%		(5,903	)		(23.6	%)

Total	$	307,770		91.4	%	$	339,234		94.9	%	$	(31,464	)		(9.3	%)

Gross margin increased to 8.6% for the nine months ended April 30, 2017, from 5.1% for the nine months ended April 30, 2016, primarily as a result of a more efficient use of temporary labor, improved client mix and process improvements, partially offset by the reduction in revenues. For the nine months ended April 30, 2017, the Company’s gross margin percentages within the Americas, Asia, Europe and e-Business were 0.4%, 16.9%, 6.0% and 6.3%, as compared to -1.9%, 12.6%, 2.8% and 0.5%, respectively, for the same period of the prior year. Fluctuations in foreign currency exchange rates had an insignificant impact on gross margin for the nine months ended April 30, 2017.

In the Americas, the 2.3 percentage point increase in gross margin, from -1.9% to 0.4%, resulted from a decline in material costs and a more efficient use of temporary labor, partially offset by less significant decline in revenues. In Asia, the 4.3 percentage point increase, from 12.6% to 16.9% was primarily resulted from a decline in materials costs and more efficient use of temporary labor, partially offset by a lower decline in revenues. In Europe, the 3.2 percentage point increase in gross margin, from 2.8% to 6.0%, resulted from an increase in revenues, as well as a more efficient use of temporary labor. The gross margin for e-Business was 6.3% for the nine months ended April 30, 2017 as compared to 0.5% for the same period of the prior year. This favorable increase of 5.8 percentage points was due to a more efficient use of temporary labor, partially offset by less significant decline in revenues.

Selling, General and Administrative Expenses:


	Nine Months Ended April 30, 2017		As a % of Segment Net Revenue			Nine Months Ended April 30, 2016		As a % of Segment Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	7,975		10.9	%	$	9,053		10.8	%	$	(1,078	)		(11.9	%)
Asia		14,264		12.0	%		15,027		11.4	%		(763	)		(5.1	%)
Europe		11,655		9.4	%		10,773		9.2	%		882			8.2	%
e-Business		1,923		9.4	%		2,268		9.0	%		(345	)		(15.2	%)

Sub-total		35,817		10.6	%		37,121		10.4	%		(1,304	)		(3.5	%)
Corporate-level activity		3,744					5,155					(1,411	)		(27.4	%)

Total	$	39,561		11.7	%	$	42,276		11.8	%	$	(2,715	)		(6.4	%)

Selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, information technology expenses, travel expenses, facilities costs, consulting fees, fees for professional services, depreciation expense, marketing expenses and public reporting costs. Selling, general and administrative expenses during the nine months ended April 30, 2017 decreased by approximately $2.7 million compared to the nine months ended April 30, 2016. The balance decreased primarily as a result of reduced employee-related costs ($2.3 million) related to restructuring and cost containment programs, lower professional fees ($1.2 million) primarily associated with outsourced services and a decrease in other selling, general and administrative expenses ($0.4 million). This decrease were offset by a gain included in the comparable period in the prior year related to the sale of a building in Europe of $1.2 million. Fluctuations in foreign currency exchange rates had an insignificant impact on selling, general and administrative expenses for the nine months ended April 30, 2017.

Impairment of Long-Lived Assets:

During the nine months ended, April 30, 2016, the Company recorded an impairment charge of $0.3 million to adjust the carrying value of its building in Kildare, Ireland to its estimated fair value.

Restructuring, net:


	Nine Months Ended April 30, 2017		As a % of Segment Net Revenue			Nine Months Ended April 30, 2016		As a % of Segment Net Revenue			$ Change			% Change
	(In thousands)
Americas	$	283		0.4	%	$	920		1.1	%	$	(637	)		(69.2	%)
Asia		865		0.7	%		489		0.4	%		376			76.9	%
Europe		638		0.5	%		16		0.0	%		622			3,887.5	%
e-Business		115		0.6	%		4		0.0	%		111			2,775.0	%

Total	$	1,901		0.6	%	$	1,429		0.4	%	$	472			33.0	%

Interest Income/Expense:

During the nine months ended April 30, 2017 and 2016, interest income was $0.3 million and $0.5 million, respectively.

During the nine months ended April 30, 2017 and 2016, interest expense totaled approximately $6.2 million and $8.3 million, respectively. The decrease in interest expense primarily relates to the purchases of the Company’s 5.25% Convertible Senior Notes subsequent to the quarter ended January 31, 2016.

Other Gains (Losses), net:

Income Tax Expense:

During the nine months ended April 30, 2017, the Company recorded income tax expense of approximately $2.6 million. During the nine months ended April 30, 2016, the Company recorded income tax expense of approximately $1.5 million. For the nine months ended April 30, 2017 and 2016, the Company was profitable in certain jurisdictions where the Company operates, resulting in an income tax expense using the enacted tax rates in those jurisdictions. The reduction in income taxes was primarily driven by lower operating income.

Liquidity and Capital Resources

Historically, the Company has financed its operations and met its capital requirements primarily through funds generated from operations, the sale of our securities and borrowings from lending institutions. As of April 30, 2017, the Company had available cash and cash equivalents of $111.9 million. As of April 30, 2017, the Company had approximately $22.6 million of cash and cash equivalents held outside of the U.S. Of this amount, approximately $4.3 million is considered permanently invested due to certain restrictions under local laws, and $18.3 million is not subject to permanent reinvestment. Due to the Company’s U.S. net operating loss carryforward there is no U.S. tax payable upon repatriating the undistributed earnings of foreign subsidiaries considered not subject to permanent investment. Foreign withholding taxes would range from 0% to 10% on any repatriated funds.

On June 30, 2014, the Borrowers entered into a Credit Agreement, as borrowers and guarantors, with PNC Bank and National Association, as lender and as agent, respectively. The Credit Agreement has a five (5) year term which expires on June 30, 2019. It includes a maximum credit commitment of $50.0 million, is available for letters of credit (with a sublimit of $5.0 million) and has a $20.0 million uncommitted accordion feature. The actual maximum credit available under the Credit Agreement varies from time to time and is determined by calculating the applicable borrowing base, which is based upon applicable percentages of the values of eligible accounts receivable and eligible inventory minus reserves determined by the Agent (including other reserves that the Agent may establish from time to time in its permitted discretion), all as specified in the Credit Agreement. The Credit Agreement contains certain customary negative covenants, which include limitations on mergers and acquisitions, the sale of assets, liens, guarantees, investments, loans, capital expenditures, dividends, indebtedness, changes in the nature of business, transactions with affiliates, the creation of subsidiaries, changes in fiscal year and accounting practices, changes to governing documents, compliance with certain statutes, and prepayments of certain indebtedness. The Credit Agreement also contains certain customary affirmative covenants (including periodic reporting obligations) and events of default, including upon a change of control. The Credit Agreement requires compliance with certain financial covenants providing for maintenance of specified liquidity, maintenance of a minimum fixed charge

coverage ratio and/or maintenance of a maximum leverage ratio following the occurrence of certain events and/or prior to taking certain actions. For greater clarity, if the undrawn availability, as more fully described in the Credit Agreement, is either equal to or less than $10.0 million, or the aggregate principal balance of the loans plus the undrawn amount of all letters of credit in each case outstanding on any date is equal to or greater than $30.0 million; then compliance with the minimum fixed charge coverage ratio is required. If triggered, the minimum fixed charge coverage ratio to be maintained, as of the end of each fiscal month, for the trailing period of twelve consecutive fiscal months then ended, would be not less than 1.0 to 1.0. As of April 30, 2017 and July 31, 2016, the Company did not have any balance outstanding on the PNC Bank credit facility.

On March 18, 2014, the Company entered into the Indenture with Wells Fargo Bank, National Association, as trustee, relating to the Company’s issuance of $100 million of the Notes. The Notes bear interest at the rate of 5.25% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2014. The Notes will mature on March 1, 2019, unless earlier repurchased by the Company or converted by the holder in accordance with their terms prior to such maturity date. Holders of the Notes may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business or the business day immediately preceding the maturity date. Each $1,000 of principal of the Notes will initially be convertible into 166.2593 shares of our common stock, which is equivalent to an initial conversion price of approximately $6.01 per share, subject to adjustment upon the occurrence of certain events, or, if the Company obtains the required consent from its stockholders, into shares of the Company’s common stock, cash or a combination of cash and shares of its common stock, at the Company’s election. If the Company has received stockholder approval, and it elects to settle conversions through the payment of cash or payment or delivery of a combination of cash and shares, the Company’s conversion obligation will be based on the volume weighted average prices (“VWAP”) of its common stock for each VWAP trading day in a 40 VWAP trading day observation period. The Notes and any of the shares of common stock issuable upon conversion have not been registered. Holders will have the right to require the Company to repurchase their Notes, at a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, upon the occurrence of certain fundamental changes, subject to certain conditions. No fundamental changes occurred during the three months ended April 30, 2017. The Company may not redeem the Notes prior to the mandatory date, and no sinking fund is provided for the Notes. The Company will have the right to elect to cause the mandatory conversion of the Notes in whole, and not in part, at any time on or after March 6, 2017, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company notifies holders of its election to mandatorily convert the Notes, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company notifies holders of its election to mandatorily convert the notes. As of April 30, 2017 and July 31, 2016, the principal amount of the Notes was $67.6 million and $69.6 million, respectively. As of April 30, 2017 and July 31, 2016, the net carrying value of the Notes was $58.7 million and $57.2 million, respectively.

Consolidated working capital was $112.0 million at April 30, 2017, compared with $125.1 million at July 31, 2016. Included in working capital were cash and cash equivalents of $111.9 million at April 30, 2017 and $130.8 million at July 31, 2016. The Company’s current ratio was 1.7 to 1 at April 30, 2017 compared to 1.6 to 1 at July 31, 2016.

Net cash used in operating activities was $21.4 million for the nine months ended April 30, 2017, as compared to $22.3 million in the prior year period. The $0.9 million decrease in net cash used in operating activities as compared with the same period in the prior year was primarily due to the $25.1 million improvement in the Company’s net loss, primarily offset by payments of accounts payable, accrued restructuring and accrued expenses as compared to the payments made in the prior year period. During the nine months ended April 30, 2017, non-cash items within net cash provided by operating activities included depreciation expense of $6.0 million, amortization of deferred financing costs of $0.4 million, accretion of debt discount of $2.9 million, share-based compensation of $0.5 million, non-cash gains, net, of $3.2 million and gains on investments in affiliates of $1.1 million. During the nine months ended April 30, 2016, non-cash items within net cash provided by operating activities included depreciation expense of $5.8 million, amortization of deferred financing costs of $0.6 million, accretion of debt discount of $3.9 million, impairment of long-lived assets of $0.3 million, share-based compensation of $1.0 million, non-cash losses, net, of $5.9 million and gains of affiliates and impairment of $0.5 million.

The Company believes that its cash flows related to operating activities of continuing operations are dependent on several factors, including profitability, accounts receivable collections, effective inventory management practices, and optimization of the credit terms of certain vendors of the Company. Our cash flows from operations are also dependent on several factors including the overall performance of the technology sector and the market for outsourcing services, as discussed above in the “Overview” section.

Investing activities provided cash of $5.2 million and $53.1 million during the nine months ended April 30, 2017 and 2016, respectively. The $5.2 million of cash provided in investing activities during the nine months ended April 30, 2017 was comprised of $8.0 million in proceeds from the sale of Trading Securities and $1.1 million in proceeds from investments in affiliates, offset by $3.9 million in capital expenditures. The $53.1 million of cash provided in investing activities during the nine months ended April 30, 2016 was comprised of $57.1 million in proceeds from the sale of Trading Securities, $1.3 million in proceeds from the disposition of a property in Europe, offset by $5.8 million in capital expenditures.

Financing activities used cash of $1.9 million during the nine months ended April 30, 2017, which primarily related to the purchase of the Company’s Convertible Notes of $1.8 million and payments on capital lease obligations of $0.1 million. Financing activities used cash of $0.6 million during the nine months ended April 30, 2016 and primarily related to the purchase of $0.4 million in face-value of the Company’s convertible Notes in the open market and $0.2 million in payments on capital lease obligations.

The Company believes it has access to adequate resources to meet its needs for normal operating costs, capital expenditures, mandatory debt redemptions and working capital for its existing business for at least the next twelve months. These resources include cash and cash equivalents, Trading Securities, the PNC Credit Agreement noted above and cash, if any, provided by operating activities. At April 30, 2017 and July 31, 2016, the Company had cash and cash equivalents and Trading Securities of $123.3 million and $147.6 million, respectively. At April 30, 2017 and July 31, 2016, the Company had a readily available borrowing capacity under its PNC Bank Credit Facility of $18.4 million and $19.3 million, respectively. In order to obtain funding for strategic initiatives, which may include capital expenditures, acquisitions, we may seek to raise additional funds through divestitures, public or private equity offerings, debt financings, or other means. In addition, as part of our strategic initiatives, our management may seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise if we believe that it is in our best interests. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Management is utilizing the following strategies to continue to enhance liquidity: (1) continuing to implement improvements throughout all of the Company’s operations to increase sales and operating efficiencies, (2) supporting profitable revenue growth both internally and potentially through acquisitions and (3) evaluating from time to time and as appropriate, strategic alternatives with respect to its businesses and/or assets and capital raising opportunities. The Company continues to examine all of its options and strategies, including acquisitions, divestitures and other corporate transactions, to increase cash flow and stockholder value.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contractual Obligations

A summary of the Company’s contractual obligations is included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016. The Company’s contractual obligations and other commercial commitments did not change materially between July 31, 2016 and April 30, 2017. The Company’s gross liability for unrecognized tax benefits and related accrued interest was approximately $0.7 million as of April 30, 2017. The Company is unable to reasonably estimate the amount or timing of payments for the liability.

From time to time, the Company agrees to indemnify its clients in the ordinary course of business. Typically, the Company agrees to indemnify its clients for losses caused by the Company. As of April 30, 2017, the Company had no recorded liabilities with respect to these arrangements.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, inventory, restructuring, share-based compensation expense and long-lived assets, investments, and income taxes. Of the accounting estimates we routinely make relating to our critical accounting policies, those estimates made in the process of: determining the valuation of inventory and related reserves; determining future lease assumptions related to restructured facility lease obligations; measuring share-based compensation expense; preparing investment valuations; and establishing income tax valuation allowances and liabilities are the estimates most likely to have a material impact on our financial position and results of operations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. However, because these estimates inherently involve judgments and uncertainties, there can be no assurance that actual results will not differ materially from those estimates.

During the three months ended April 30, 2017, we believe that there have been no significant changes to the items that we disclosed as our critical accounting policies and estimates in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended July 31, 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to the impact of interest rate changes, foreign currency exchange rate fluctuations and changes in the market values of its investments. The carrying values of financial instruments including cash and cash equivalents, Trading Securities, accounts receivable, accounts payable and the revolving line of credit, approximate fair value because of the short-term nature of these instruments. The carrying value of capital lease obligations approximates fair value, as estimated by using discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Interest Rate Risk

As of April 30, 2017 and July 31, 2016, the Company did not have any outstanding indebtedness related to the PNC Bank credit facility.

The Company maintains a portfolio of highly liquid cash equivalents typically maturing in three months or less as of the date of purchase. We place our investments in instruments that meet high credit quality standards, as specified in our investment policy and include corporate and state municipal obligations such as commercial paper, certificates of deposit and institutional money market funds.

Our exposure to market risk for changes in interest rates relates primarily to our investment in short-term investments. Our short-term investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to our investment guidelines and market conditions.

Investment Risk

We are exposed to changes in stock prices primarily as a result of our significant holdings in publicly traded securities. We continually monitor changes in stock markets, in general, and changes in the stock prices of our holdings, specifically. We believe that changes in stock prices can be expected to vary as a result of general market conditions, technological changes, specific industry changes and other factors. As of April 30, 2017, the Company had $11.4 million in investments in Trading Securities. Had the market price of such securities been 10% lower at April 30, 2017, the aggregate value of such securities may have been $1.1 million lower.

Foreign Currency Risk

The Company has operations in various countries and currencies throughout the world and its operating results and financial position are subject to exposure from fluctuations in foreign currency exchange rates. From time to time, the Company has used derivative financial instruments on a limited basis, principally foreign currency exchange rate contracts, to minimize the transaction exposure that results from such fluctuations.

During the quarter ended January 31, 2016, the Company entered into foreign currency forward contracts to manage the foreign currency risk associated with anticipated foreign currency denominated transactions. As of April 30, 2017 and July 31, 2016, there were no foreign currency forward contracts outstanding. These contracts were designed to hedge the Company’s exposure to transactions denominated in a non-functional currency and were not accounted for as hedges under the accounting standards. Accordingly, changes in the fair value of these instruments were recognized in earnings during the period of change as a component of Other gains (losses), net. The contracts were classified within Level 2 of the fair value hierarchy. During the nine months ended April 30, 2016, the Company recognized $0.1 million in net gains associated with these contracts, respectively.

Revenues from our foreign operating segments accounted for approximately 72.2% and 69.4% of total revenues during the nine months ended April 30, 2017 and 2016, respectively. A portion of our international sales made by our foreign business units in their respective countries is denominated in the local currency of each country. These business units also incur a portion of their expenses in the local currency.

The primary foreign currencies in which the Company operates include Chinese Renminbi, Euros, Czech Koruna and Singapore Dollars. The income statements of our international operations that are denominated in foreign currencies are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions results in increased revenues and operating expenses for our

international operations. Similarly, our revenues and operating expenses will decrease for our international operations when the U.S. dollar strengthens against foreign currencies. While we attempt to balance local currency revenue to local currency expenses to provide in effect a natural hedge, it is not always possible to completely reduce the foreign currency exchange rate risk due to competitive and other reasons.

The conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income (loss). For the three months ended April 30, 2017 and 2016, we recorded a foreign currency translation gain of approximately $0.2 million and $2.0 million, respectively. For the nine months ended April 30, 2017 and 2016, we recorded a foreign currency translation gain (loss) of approximately $(1.8) million and $31 thousand, respectively, which is recorded within accumulated other comprehensive income in stockholders’ equity in our condensed consolidated balance sheet. In addition, certain of our subsidiaries have assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the relative exchange rates between the currencies result in remeasurement gains or losses at each balance sheet date and transaction gains or losses upon settlement. For the nine months ended April 30, 2017 and 2016, we recorded net realized and unrealized foreign currency transaction and remeasurement gains (losses) of approximately $0.6 million and $(0.6) million, respectively, which are recorded in “Other gains (losses), net” in our condensed consolidated statements of operations.

Our international business is subject to risks, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign currency exchange rate volatility when compared to the United States. Accordingly, our future results could be materially adversely impacted by changes in these or other factors. As exchange rates vary, our international financial results may vary from expectations and adversely impact our overall operating results.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. “Disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2017 because of the material weaknesses in internal control over financial reporting discussed below.

Notwithstanding the material weaknesses discussed below, our management, based upon the substantive work performed during the financial reporting process has concluded that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with accounting principles generally accepted in the U.S.

Plan for Remediation of the Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement to the annual or interim financial statements will not be prevented or detected on a timely basis. In its evaluation of the effectiveness of its internal control over financial reporting as of July 31, 2016, management identified that the Company did not maintain effective internal controls over certain aspects of the financial statement close process for two of the Company’s operating segments, including controls over journal entries, reconciliations and related analytical reviews, in order to timely and accurately identify, evaluate and record accounting transactions.

Management has been actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness. These remediation efforts, outlined below, are intended both to address the identified material weakness and to enhance the Company’s overall financial control environment related to two of the Company’s operating segments.

•

We are enhancing the formality and rigor of the reconciliation procedures and the evaluation of certain accounts and transactions, including access controls. We are also enhancing the design and precision level of existing monitoring controls.

•

We are evaluating additional policies, improved processes and procedures relating to our financial statement close processes and procedures.

•

We have hired additional accounting personnel, made personnel changes and will make additional changes as the circumstances dictate in certain critical areas and have and will be providing additional training to the current and new personnel

•

We have engaged a nationally recognized accounting firm to provide assistance and guidance in designing, implementing and testing the Company’s internal controls related to the identified material weakness.

•

We have formally established work streams, and designated work stream owners, to focus on critical areas associated with the material weakness and have developed the processes for remediation and testing.

•

As of the quarter ended April 30, 2017, management and its consultants have completed an implementation plan for remediation of primary controls. Management with the assistance of its consultants will continue to monitor the execution of these key controls, along with additional implementation of identified secondary controls by the Company’s fiscal year end of July 31, 2017.

The Audit Committee has directed management to promptly develop a detailed plan and timetable for the implementation of the foregoing remedial measures (to the extent not already completed) and will monitor their implementation. In addition, under the direction of the Audit Committee, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Management believes the measures described above and others that will be implemented will remediate the control deficiencies the Company has identified and strengthen its internal control over financial reporting. Management is committed to continuous improvement of the Company’s internal control processes and will continue to diligently review the Company’s financial reporting controls and procedures. As management continues to evaluate and work to improve internal control over financial reporting, the Company may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

Changes in Internal Control Over Financial Reporting

Other than the changes resulting from the remediation activities described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended April 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

On June 8, 2015, Sean Peters, a former employee filed a complaint (the “Complaint”) against ModusLink Corporation in Superior Court of California asserting claims, among other things, for failure to pay wages, breach of contract, wrongful retaliation and termination, fraud, violations of California Business and Professions Code Section 17200, et seq., and civil penalties pursuant to California Labor Code Sections and pursuant to the California Private Attorney General Act, seeking over $1.0 million in damages, attorneys’ fees and costs and penalties. ModusLink filed an Answer to the Complaint making a general denial and asserting various affirmative defenses. The parties have agreed to mediate the matter. Mediation is tentatively scheduled for June 29, 2017. The parties have engaged in formal and informal discovery, but no depositions have been taken. Although there can be no assurance as to the ultimate outcome, ModusLink believes it has meritorious defenses and intends to defend the allegations vigorously.

Item 1A. Risk Factors.

There have not been any material changes from the risk factors previously disclosed in Part I, “Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2016. In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” discussed in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Note applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The Exhibits listed in the Exhibit Index immediately preceding such Exhibits are filed with, or incorporated by reference in, this report.

SIGNATURE

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 thereunto duly authorized.

EXHIBIT INDEX



31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1±		Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2±		Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Unaudited Condensed Consolidated Balance Sheets as of April 30, 2017 and July 31, 2016, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended April 30, 2017 and 2016, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended April 30, 2017 and 2016 (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended April 30, 2017 and 2016 and (v) Notes to Unaudited Condensed Consolidated Financial Statements.

*	Filed herewith.

±	Furnished herewith.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James R. Henderson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ModusLink Global Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 5, 2017


By:		/S/ JAMES R. HENDERSON
		James R. Henderson
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Louis J. Belardi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ModusLink Global Solutions, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 5, 2017


By:		/S/ LOUIS J. BELARDI
		Louis J. Belardi
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ModusLink Global Solutions, Inc. (the “Company”) for the fiscal quarter ended April 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James R. Henderson, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ModusLink Global Solutions, Inc. (the “Company”) for the fiscal quarter ended April 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Louis J. Belardi, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company