PITTSBURGH. PENNSYLVANIA, june 28,2007--Black Box Corporation (NASDAQ:BBOX)
today reported preliminary results for the fourth quarter Fiscal 2007 ended March 31, 2007. The financial information included in this press release is preliminary
and subject to change as described in "Review of Stock Option Practices" below.
For the fourth quarter Fiscal 2007, diluted earnings per share
were 39 cents on net income of $7.0 million or 2.8% of revenues
compared to diluted earnings per share of 26 cents on net income of
$4.7 million or 2.7% of revenues for the same quarter last year. On a
sequential quarter comparison basis, third quarter Fiscal 2007 diluted
earnings per share were 60 cents on net income of $10.6 million or
4.0% of revenues. Excluding reconciling items, operating earnings per
share (which is a non-GAAP term and is defined below) for fourth
quarter Fiscal 2007 were 71 cents on operating net income (which is a
non-GAAP term and is defined below) of $12.5 million or 5.0% of
revenues compared to operating earnings per share of 53 cents on
operating net income of $9.6 million or 5.5% of revenues for the same
quarter last year. Management believes that presenting operating
earnings per share and operating net income is useful to investors
because it provides a more meaningful comparison of the ongoing
operations of the Company.
During fourth quarter Fiscal 2007, the Company's pre-tax
reconciling items were $8.5 million with an after tax impact on net
income and EPS of $5.5 million and 31 cents, respectively. During
fourth quarter Fiscal 2006, as previously disclosed, the Company's
pre-tax reconciling items were $7.5 million with an after tax impact
on net income and EPS of $4.9 million and 27 cents, respectively. See
below for further discussion regarding management's use of non-GAAP
accounting measurements and a detailed presentation of the Company's
pre-tax reconciling items for the periods presented above.
Fourth quarter Fiscal 2007 total revenues were $250 million, an
increase of $75 million or 43% from $175 million for the same quarter
last year. On a sequential quarter comparison basis, third quarter
Fiscal 2007 total revenues were $265 million.
Fourth quarter Fiscal 2007 cash provided by operating activities
was $12 million or 173% of net income, compared to $13 million or 277%
of net income for the same quarter last year. Fourth quarter Fiscal
2007 free cash flow (which is a non-GAAP term and is defined below)
was $13 million compared to $19 million for the same quarter last
year. On a sequential quarter comparison basis, third quarter Fiscal
2007 cash provided by operating activities was $3 million or 27% of
net income and free cash flow was $7 million. Black Box utilized its
fourth quarter Fiscal 2007 free cash flow to fund debt reduction of
$12 million and pay dividends of $1 million. Management believes that
free cash flow, defined by the Company as cash provided by operating
activities less net capital expenditures, plus proceeds from stock
option exercises, plus or minus foreign currency translation
adjustments, is an important measurement of liquidity as it represents
the total cash available to the Company.
Fiscal 2007 diluted earnings per share were $2.11 on net income of
$37.6 million or 3.7% of revenues compared to diluted earnings per
share of $2.13 on net income of $37.4 million or 5.2% of revenues for
the same period last year. Excluding reconciling items, operating
earnings per share for Fiscal 2007 were $2.97 on operating net income
of $52.9 million or 5.2% of revenues compared to operating earnings
per share of $2.81 on operating net income of $49.3 million or 6.8% of
revenues for the same period last year.
During Fiscal 2007, the Company's pre-tax reconciling items were
$23.6 million with an after tax impact on net income and EPS of $15.3
million and 86 cents, respectively. During Fiscal 2006, as previously
disclosed, the Company's pre-tax reconciling items were $18.2 million
with an after tax impact on net income and EPS of $11.9 million and 68
cents, respectively. See below for further discussion regarding
management's use of non-GAAP accounting measurements and a detailed
presentation of the Company's pre-tax reconciling items for the
periods presented above.
Fiscal 2007 total revenues were $1.0 billion, an increase of $295
million or 41% from $721 million for the same period last year.
Fiscal 2007 cash provided by operating activities was $37 million
or 97% of net income compared to $52 million or 139% of net income for
the same period last year. Free cash flow was $46 million compared to
$72 million for the same period last year. Black Box utilized its
Fiscal 2007 free cash flow to fund mergers and acquisitions of $16
million, repurchase $14 million of its common stock, fund debt
reduction of $12 million, and pay dividends of $4 million.
The Company's 6-month order backlog was $159 million at March 31,
2007 compared to $96 million for the same quarter ended last year. On
a sequential quarter end comparison basis, the Company's 6-month order
backlog was $162 million at December 30, 2006.
For Fiscal 2008, the Company continues to target total year
reported revenues of approximately $1.0 billion; corresponding
operating earnings per share in the range of $3.45 to $3.65; and cash
provided by operating activities in the range of 80% to 90% of
operating net income.
All of the above ranges exclude acquisition-related expense, stock
option-based expense (including the impact of SFAS 123R), any
restructuring / severance / other costs related to the NextiraOne
integration plan, the impact of changes in the fair market value of
the Company's interest rate swap, and are before any new mergers and
acquisition activity that has not been announced.
Commenting on FY07 and the FY08 outlook, Terry Blakemore, Interim
President and Chief Executive Officer, said, "We have achieved many
significant accomplishments in FY07. We are especially pleased with
achieving our target of a record $1 billion in revenues for the year,
effectively doubling our business from FY05. This accomplishment
significantly strengthens our market position while expanding the
resources available to our worldwide client base who continue to
receive the highest DVH(TM) service levels in the industry. We
continue to believe that the Black Box technical service model
provides the best value proposition to our clients."
Mr. Blakemore went on to say, "As we look to FY08, we will
continue to focus on our three previously discussed primary programs;
(1) continuing to provide the highest quality technical support
services, Data - Voice - and Hotline, to our clients around the world;
(2) completing the NextiraOne integration, including aligning our cost
structure consistent with our FY08 financial objectives; and (3)
continuing to strategically leverage our operational and financial
strengths in support of our longer term goal to significantly grow
Black Box by consummating high quality M&A opportunities."
The Company will conduct a conference call beginning at 5:00 p.m.
Eastern Daylight Time today, June 28, 2007. Terry Blakemore, Interim
President and Chief Executive Officer, will host the call. To
participate in the call, please dial 612-332-0932 approximately 15
minutes prior to the starting time and ask to be connected to the
Black Box Earnings Call. A replay of the conference call will be
available for one week after the teleconference by dialing
320-365-3844 and using access code 877361.
Review of Stock Option Practices
On November 13, 2006, Black Box received a letter of informal
inquiry from the Enforcement Division of the Securities and Exchange
Commission (the "SEC") relating to the Company's stock option
practices from January 1, 1997 to present. As a result, the Audit
Committee of the Company's Board of Directors (the "Audit Committee"),
with the assistance of outside legal counsel, commenced an independent
review of the Company's historical stock option grant practices and
related accounting for stock option grants during the period from 1992
to the present (the "Review Period").
On February 1, 2007, the Company announced that, while the review
of option grant practices was continuing, it believed that it would
need to record additional non-cash charges for stock-based
compensation expense relating to certain stock option grants and,
accordingly, cautioned investors about relying on its historical
financial statements until the Company could determine with certainty
whether a restatement would be required and, if so, the extent of any
such restatement and the periods affected.
On March 19, 2007, although the Audit Committee had not yet
completed its review, the Audit Committee concluded that the exercise
price of certain stock option grants differed from the fair market
value of the underlying shares on the appropriate measurement date. At
that time, the Company and the Audit Committee announced that it was
currently expected that the Company's additional non-cash, pre-tax
charges for stock-based compensation expense relating to certain stock
option grants would approximate $63 million for the Review Period. In
addition, the Company and the Audit Committee concluded that the
Company would need to restate its previously-issued financial
statements contained in reports previously filed by the Company with
the SEC. Accordingly, on March 20, 2007, the Company and the Audit
Committee announced that the Company's previously-issued financial
statements and other historical financial information and related
disclosures for the Review Period, including applicable reports of its
current or former independent registered public accounting firms and
related press releases, should not be relied upon.
On May 25, 2007, the Company was advised by the Enforcement
Division of the SEC that a Formal Order of Private Investigation
arising out of the Company's stock option practices had been entered
and on May 29, 2007 the Company received a subpoena that was issued by
the SEC.
On May 31, 2007, the Company announced that, as a result of the
ongoing review of stock option practices, the Company and the Audit
Committee expected that the Company's additional non-cash, pre-tax
charges for stock-based compensation expense relating to certain stock
option grants would approximate $70 million for the Review Period.
The preliminary results for Fiscal 2007 and the projections for
Fiscal 2008 provided in this release do not include any such
additional charges and are subject to adjustments based on the final
outcome of the ongoing review and the impact, including but not
limited to any tax impact, of any actions that may be required or
taken as a result of such review.
The Company will prepare and file with the SEC, as soon as
practical after completion of the ongoing review of option practices,
any necessary reports or amendments to previous SEC filings as well as
its Quarterly Report on Form 10-Q for the quarter ended December 30,
2006 and its Annual Report on Form 10-K for the fiscal year ended
March 31, 2007.
Black Box is the world's largest technical services company
dedicated to designing, building, and maintaining today's complicated
data and voice infrastructure systems. Black Box services 175,000
clients in 141 countries with 173 offices throughout the world. To
learn more, visit the Black Box website at www.blackbox.com.
Black Box and the Double Diamond logo are registered trademarks
and DVH is a trademark of BB Technologies, Inc.
Any forward-looking statements contained in this release are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You can identify these forward-looking
statements by the fact they use words such as "should," "anticipate,"
"estimate," "approximate," "expect," "target," "may," "will,"
"project," "intend," "plan," "believe," and other words of similar
meaning and expression in connection with any discussion of future
operating or financial performance. One can also identify
forward-looking statements by the fact that they do not relate
strictly to historical or current facts. Forward-looking statements
are inherently subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those projected.
Although it is not possible to predict or identify all risk factors,
they may include the timing and final outcome of the ongoing review of
the Company's stock option practices, including the related SEC
investigation and shareholder derivative lawsuit, the timing and
outcome of The Nasdaq Stock Market ("NASDAQ") process regarding
listing of the Company's common stock and the impact of any actions
that may be required or taken as a result of such review, SEC
investigation, shareholder derivative lawsuit, or the NASDAQ process,
levels of business activity and operating expenses, expenses relating
to corporate compliance requirements, cash flows, global economic
conditions, successful integration of acquisitions, including the
NextiraOne business, the timing and costs of restructuring programs,
successful marketing of DVH (Data, Voice, Hotline) services, and
successful implementation of our M&A program, including identifying
appropriate targets, consummating transactions, and successfully
integrating the businesses. Additional risk factors are included in
the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2006. We can give no assurance that any goal, plan, or
target set forth in forward-looking statements can be achieved and
readers are cautioned not to place undue reliance on such statements,
which speak only as of the date made. We undertake no obligation to
release publicly any revisions to forward-looking statements as a
result of future events or developments.
BLACK BOX CORPORATION
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three months ended Fiscal Year ended
In thousands, except per March 31, March 31,
share amounts ------------------- --------------------
2007 2006 2007 2006
----------------------------------------------------------------------
Revenues:
Hotline products $ 57,845 $ 53,667 $ 222,903 $213,946
On-site services 191,939 121,201 793,407 507,389
------------------- --------------------
Total 249,784 174,868 1,016,310 721,335
Cost of sales:
Hotline products 30,585 29,209 113,780 108,220
On-site services 126,775 81,533 528,541 330,765
------------------- --------------------
Total 157,360 110,742 642,321 438,985
Gross profit 92,424 64,126 373,989 282,350
Selling, general &
administrative expenses 72,359 53,858 287,428 205,866
Restructuring and other
charges -- -- -- 5,290
Intangibles amortization 4,171 764 10,285 4,999
------------------- --------------------
Operating income 15,894 9,504 76,276 66,195
Interest expense, net 5,185 2,437 18,407 9,123
Other expenses (income), net (23) (43) 42 36
------------------- --------------------
Income before provision for
income taxes 10,732 7,110 57,827 57,036
Provision for income taxes 3,765 2,454 20,248 19,678
------------------- --------------------
Net income $ 6,967 $ 4,656 $ 37,579 $ 37,358
=================== ====================
Earnings per common share:
Basic $ 0.40 $ 0.26 $ 2.15 $ 2.18
=================== ====================
Diluted $ 0.39 $ 0.26 $ 2.11 $ 2.13
=================== ====================
Weighted average common shares
outstanding:
Basic 17,493 17,617 17,512 17,164
=================== ====================
Diluted 17,682 18,247 17,808 17,544
=================== ====================
BLACK BOX CORPORATION
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands March 31, 2007 March 31, 2006
----------------------------------------------------------------------
Assets
Cash and cash equivalents $ 17,157 $ 11,207
Accounts receivable, net 161,733 116,713
Inventories, net 72,807 53,926
Costs and estimated earnings in
excess of billings on uncompleted
contracts 61,001 23,803
Deferred tax asset 10,562 8,973
Prepaid and other current assets 20,495 16,502
-------------- ------------------
Total current assets 343,755 231,124
Property, plant and equipment, net 39,051 35,124
Goodwill, net 568,647 468,724
Intangibles:
Customer relationships, net 68,016 24,657
Other intangibles, net 33,258 30,783
Deferred tax asset 19,012 4,231
Other assets 3,883 5,091
-------------- ------------------
Total assets $1,075,622 $ 799,734
============== ==================
Liabilities
Accounts payable $ 74,727 $ 44,943
Accrued compensation and benefits 21,811 13,954
Deferred revenue 35,630 22,211
Restructuring reserve 9,788 3,292
Billings in excess of costs and
estimated earnings on uncompleted
contracts 19,027 8,648
Current maturities of long-term debt 686 1,049
Other liabilities 61,440 33,771
-------------- ------------------
Total current liabilities 223,109 127,868
Long-term debt 239,928 122,673
Other liabilities 23,771 8,293
-------------- ------------------
Total liabilities 486,808 258,834
Stockholders' Equity
Common Stock 25 25
Additional paid-in capital 385,191 362,810
Treasury stock (317,033) (296,824)
Accumulated other comprehensive
income 25,399 13,036
Retained earnings 495,232 461,853
-------------- ------------------
Total stockholders' equity 588,814 540,900
-------------- ------------------
Total liabilities and
stockholders' equity $1,075,622 $ 799,734
============== ==================
BLACK BOX CORPORATION
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended Fiscal Year ended
March 31, March 31,
------------------ --------------------
In thousands 2007 2006 2007 2006
----------------------------------------------------------------------
Operating Activities
Net income $ 6,967 $ 4,656 $ 37,579 $ 37,358
Adjustments to reconcile net
income to net cash provided
by (used for) operating
activities:
Intangibles amortization and
depreciation 7,277 2,917 22,610 13,930
Deferred taxes (552) 1,871 (203) (212)
Stock compensation expense 1,577 -- 6,381 --
Tax benefit from exercised
stock options (506) 147 (1,030) (3,200)
Change in fair value of
derivative instrument 426 -- 1,734 --
Changes in operating assets
and liabilities:
Accounts receivable, net 19,846 9,296 19,202 9,369
Inventories, net 3,034 (673) (3,595) 5,000
All other current assets
excluding deferred tax asset 1,594 6,183 3,349 9,199
Liabilities exclusive of
long-term debt (27,623) (11,512) (49,391) (19,647)
------------------ --------------------
Net cash provided by (used
for) operating activities $ 12,040 $ 12,885 $ 36,636 $ 51,797
Investing Activities
Capital expenditures $ (2,411)$ (964) $ (5,886)$ (4,115)
Capital disposals 474 213 1,017 1,445
Acquisition of businesses
(payments) / recoveries 5,162 -- (127,716) (40,682)
Prior merger-related
(payments) / recoveries (893) -- (2,324) (378)
------------------ --------------------
Net cash provided by (used
for) investing activities $ 2,332 $ (751) $(134,909)$ (43,730)
Financing Activities
Proceeds from borrowings $ 40,233 $ 35,602 $ 354,254 $ 192,882
Repayment of borrowings (55,133) (54,291) (240,079) (218,989)
Repayment on discounted lease
rentals (3) (43) (30) (890)
Proceeds from exercise of
options 2,829 6,976 14,970 23,320
Payment of dividends (1,046) (1,045) (4,203) (4,094)
Payment of deferred financing
costs -- (180) -- (180)
Purchase of treasury stock (3) (13) (20,209) (27)
------------------ --------------------
Net cash provided by (used
for) financing activities $(13,123)$(12,994) $ 104,703 $ (7,978)
Foreign currency exchange
impact on cash $ 546 $ (76) $ (480)$ (474)
------------------ --------------------
Increase / (decrease) in cash
and cash equivalents $ 1,795 $ (936) $ 5,950 $ (385)
Cash and cash equivalents at
beginning of period $ 15,362 $ 12,143 $ 11,207 $ 11,592
------------------ --------------------
Cash and cash equivalents at
end of period $ 17,157 $ 11,207 $ 17,157 $ 11,207
================== ====================
Non-GAAP Financial Measures
As a supplement to United States Generally Accepted Accounting
Principles ("GAAP"), the Company provides non-GAAP financial measures
such as free cash flow, cash provided by operating activities
excluding restructuring payments, operating net income, operating
earnings per share (EPS), Earnings Before Interest, Taxes,
Depreciation, and Amortization ("EBITDA"), and Adjusted EBITDA to
illustrate the Company's operational performance. These non-GAAP
financial measures exclude the impact of certain items and, therefore,
have not been calculated in accordance with GAAP. Pursuant to the
requirements of Regulation G, the Company has provided Management
explanations regarding their use and the usefulness of non-GAAP
financial measures, definitions of the non-GAAP financial measures,
and reconciliations to the most directly comparable GAAP financial
measures which are provided below.
Management uses non-GAAP financial measures (a) to evaluate the
Company's historical and prospective financial performance as well as
its performance relative to its competitors, (b) to set internal sales
targets and associated operating budgets, (c) to allocate resources,
(d) to measure operational profitability, and (e) as an important
factor in determining variable compensation for Management and its
team members. Moreover, the Company has historically reported these
non-GAAP financial measures as a means of providing consistent and
comparable information with past reports of financial results.
While Management believes these non-GAAP financial measures
provide useful supplemental information to investors, there are
limitations associated with the use of non-GAAP financial measures.
The limitations include (i) the non-GAAP financial measures are not
prepared in accordance with GAAP, are not reported by all of the
Company's competitors, and may not be directly comparable to similarly
titled measures of the Company's competitors due to potential
differences in the exact method of calculation, (ii) the non-GAAP
financial measures exclude restructuring, severance, and other
acquisition integration costs incurred during the periods reported
that will impact future operating results, (iii) the non-GAAP
financial measures exclude certain non-cash amortization of intangible
assets on acquisitions, however, do not specifically exclude the added
benefits of these costs, such as revenue and contributing operating
margin, (iv) the non-GAAP financial measures exclude non-cash
stock-based compensation charges, which is similar to cash
compensation paid to employees and is an integral part of achieving
our operating results, (v) the non-GAAP financial measures exclude
non-cash asset write-up depreciation expense on acquisitions related
to acquisitions made during recent years which is derived from the
book value to fair market value write-up on acquired assets, (vi) the
non-GAAP financial measures exclude historical stock option granting
practice investigation costs, (vii) the non-GAAP financial measures
exclude the non-cash change in fair value of the interest rate swap
which will continue to impact the Company's earnings until the
interest rate swap is settled, (viii) the non-GAAP financial measures
exclude the Italian Operations Adjustment which was a fourth quarter
Fiscal 2006 adjustment that Management believes was an isolated charge
for fourth quarter Fiscal 2006 (the "Italian Operations Adjustment"),
and (ix) there is no assurance the excluded items in the non-GAAP
financial measures will not occur in the future. The Company
compensates for these limitations by using these non-GAAP financial
measures as supplements to GAAP financial measures and by reviewing
the reconciliations of the non-GAAP financial measures to their most
comparable GAAP financial measures.
Non-GAAP financial measures are not in accordance with, or an
alternative for, GAAP. The Company's non-GAAP financial measures are
not meant to be considered in isolation or as a substitute for
comparable GAAP financial measurements, and should be read only in
conjunction with the Company's consolidated financial statements
prepared in accordance with GAAP.
Free Cash Flow
Free cash flow is defined by the Company as cash provided by
operating activities less net capital expenditures, plus proceeds from
stock option exercises, plus or minus foreign currency translation
adjustments. Management's reasons for exclusion of each item are
explained in further detail below.
Net capital expenditures
The Company believes net capital expenditures must be included
with cash provided by operating activities to more properly reflect
the actual cash available to the Company. Net capital expenditures are
typically material and directly impact the availability of the
Company's operating cash. Net capital expenditures are comprised of
capital expenditures and capital disposals.
Proceeds from stock option exercises
The Company believes that proceeds from stock option exercises
should be added to cash provided by operating activities to more
accurately reflect the actual cash available to the Company. The
Company has demonstrated a recurring inflow of cash related to its
stock-based compensation plans and since this cash is immediately
available to the Company, it directly impacts the availability of the
Company's operating cash. The amount of proceeds from stock option
exercises is dependent upon a number of variables, including the
number and exercise price of outstanding options and the trading price
of the Company's common stock. In addition, the timing of stock option
exercises is under the control of the individual option holder and is
not in the control of the Company. As a result, there can be no
assurance as to the timing or amount of any proceeds from stock option
exercises.
Foreign currency translation adjustment
Due to the size of the Company's international operations, and the
ability of the Company to utilize cash generated from foreign
operations locally without the need to convert such currencies to US
dollars on a regular basis, the Company believes that it is
appropriate to adjust its operating cash flows to take into account
the positive and / or negative impact of such charges as such
adjustment provides an appropriate measure of the availability of the
Company's operating cash on a world-wide basis. A limitation of
adjusting cash flows to account for the foreign currency impact is
that it may not provide an accurate measure of cash available in US
dollars.
A reconciliation of cash provided by operating activities to free
cash flow is presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Cash provided by operating
activities $12,040 $ 2,873 $12,885 $36,636 $51,797
Capital expenditures (2,411) (1,363) (964) (5,886) (4,115)
Capital disposals 474 140 213 1,017 1,445
Foreign currency exchange
impact on cash 546 (187) (76) (480) (474)
------------------------ ----------------
Free cash flow before stock
option exercises $10,649 $ 1,463 $12,058 $31,287 $48,653
Proceeds from stock option
exercises 2,829 5,530 6,976 14,970 23,320
----------------------- ----------------
Free cash flow $13,478 $ 6,993 $19,034 $46,257 $71,973
----------------------------------------------------------------------
Cash provided by operating activities excluding restructuring
payments
Cash provided by operating activities excluding restructuring
payments is defined by the Company as cash provided by operating
activities plus restructuring payments. Restructuring payments are the
cash payments made during the period for restructuring charges. The
Company believes that restructuring payments should be added to cash
provided by operating activities to more accurately reflect the cash
flow from operations.
A reconciliation of cash provided by operating activities to cash
provided by operating activities excluding restructuring payments is
presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Cash provided by operating
activities $12,040 $2,873 $12,885 $36,636 $51,797
Restructuring payments 3,446 5,297 1,753 17,913 10,918
----------------------- ----------------
Cash provided by operating
activities excluding
restructuring payments $15,486 $8,170 $14,638 $54,549 $62,715
----------------------------------------------------------------------
Operating net income and operating earnings per share (EPS)
Management believes that operating net income, defined as net
income less reconciling items including restructuring charges /
severance costs, amortization of intangible assets on acquisitions,
stock-based compensation expense, asset write-up depreciation expense
on acquisitions, acquisition integration costs, historical stock
option granting practice investigation costs, the change in fair value
of the interest rate swap, and the Italian Operations Adjustment and
operating EPS, defined as operating net income divided by weighted
average common shares outstanding (diluted), provides investors
additional important information to enable them to assess, in a way
Management assesses, the Company's current and future operations.
Management's reason for exclusion of each item is explained in further
detail below:
Restructuring charges / severance costs / other acquisition
integration costs
The Company believes that incurring costs in the current period(s)
as part of a formal restructuring plan or as a result of economies of
scale from acquisitions will result in a long-term positive impact on
financial performance in the future. Restructuring charges,
non-restructuring severance costs, and other acquisition integration
costs are presented in accordance with GAAP in the Company's Condensed
Consolidated Statements of Income. However, due to the material amount
of additional costs incurred during a single or possibly successive
periods, Management believes that exclusion of these costs and their
related tax impact provides a more accurate reflection of the
Company's ongoing financial performance.
Amortization of intangible assets on acquisitions
The Company incurs non-cash amortization expense from intangible
assets related to various acquisitions it has made in recent years.
Management excludes these expenses and their related tax impact for
the purpose of calculating non-GAAP financial measures when it
evaluates the continuing operational performance of the Company
because these costs are fixed at the time of an acquisition, are then
amortized over a period of several years after the acquisition, and
generally cannot be changed or influenced by Management after the
acquisition.
Stock-based compensation expense
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R")
as of April 1, 2006, the first day of the Company's Fiscal 2007, using
the modified prospective transition method. This transition method
requires non-cash compensation expense to be recognized for all
share-based payments granted after the date of adoption and for all
unvested awards existing on the date of adoption. Stock-based
compensation expense is now an integral part of ongoing operations
since it is considered similar to other types of compensation to
employees. However, Management believes that the application of the
modified prospective transition method may result in misleading
period-over-period comparisons during the transition year of Fiscal
2007 and is providing an adjusted disclosure, which excludes
stock-based compensation and its related tax impact in the current
period.
Asset write-up depreciation expense on acquisitions
The Company incurs non-cash asset write-up depreciation expense on
acquisitions related to acquisitions made during recent years.
Specifically, this non-cash expenditure is derived from the book value
to fair market value write-up on acquired assets. Asset write-ups are
depreciated over their remaining useful life which generally falls
between one to five years. Management excludes these expenses and
their related tax impact for the purpose of calculating non-GAAP
financial measures when it evaluates the continuing operational
performance of the Company because these costs are fixed from
acquisition to the end of the asset's useful life, and generally
cannot be changed or influenced by Management after the acquisition.
Historical stock option granting practices investigation costs
The Company incurred significant costs in connection with its
investigation of historical stock option grant practices during the
current year. Management excludes these expenses and their related tax
impact for the purpose of calculating non-GAAP financial measures when
it evaluates the continuing operational performance of the Company
because these costs are generally non-recurring and cannot be changed
or influenced by Management.
Change in fair value of the interest rate swap
To mitigate the risk of interest-rate fluctuations associated with
the Company's variable rate debt, the Company implemented an
interest-rate risk management strategy that incorporated the use of
derivative instruments to minimize significant unplanned fluctuations
in earnings caused by interest-rate volatility. During second quarter
Fiscal 2007, the Company entered into a five-year interest rate swap
("interest rate swap") designated as a cash flow hedge which has been
used to effectively convert a portion of the Company's variable rate
debt to fixed rate. Changes in fair value of the interest rate swap
were recorded as an asset/liability with the offset to other
comprehensive income.
During its year-end closing procedures, the Company re-evaluated
its previous designation of the interest rate swap and determined that
the interest rate swap did not qualify as a cash flow hedge because
certain documentation requirements at the inception of the transaction
were not explicitly met. While the change in designation does require
the Company to recognize the changes in fair value of the interest
rate swap as an asset/liability with the offset to interest expense
(income), the interest rate swap remains highly effective. Management
excludes this non-cash expense (income) and the related tax impact for
the purpose of calculating non-GAAP financial measures when it
evaluates the continuing operational performance of the Company
because these costs generally cannot be changed or influenced by
Management.
Italian Operations Adjustment
During the fourth quarter Fiscal 2006, the Company incurred a
significant charge for an adjustment of earnings spanning multiple
years, from Fiscal 2003 through Fiscal 2006, from the Company's
Italian operations. The Italian Operations Adjustment resulted from
intentional misconduct by certain local operational and financial
managers of the Company's Italian operations acting in collusion with
one another for the purpose of overstating local financial results.
All involved team members have been terminated and the Company
continues to pursue all available legal remedies against these
individuals. The misconduct was brought to the Company management's
attention by a team member of the Italian operations pursuant to the
Company's "Open Door" Policy. Company management responded by
immediately suspending the management team of the Italian operations
and conducting a full investigation of the matter. The Company
believes that all accounting irregularities have been identified,
corrective action taken, and that the Italian Operations Adjustment
captures all necessary corrections. Management excludes these expenses
and their related tax impact for the purpose of calculating non-GAAP
financial measures when it evaluates the continuing operational
performance of the Company because these costs generally cannot be
changed or influenced by Management.
The following table represents the Company's pre-tax reconciling
items:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Non-cash charges:
Amortization of intangible
assets on acquisitions $4,127 $2,621 $ 464 $10,075 $ 3,821
Stock-based compensation
expense 1,577 1,612 -- 6,381 --
Asset write-up depreciation
expense on acquisitions 742 713 -- 2,646 1,993
Change in fair value of
interest rate swap 426 (87) -- 1,734 --
Italian Operations Adjustment -- -- 7,065 -- 7,065
--------------------- ----------------
Total Non-cash charges $6,872 $4,859 $7,529 $20,836 $12,879
Cash charges:
Restructuring
charges/severance costs/other
acquisition integration costs$1,099 $ -- $ -- $ 2,214 $ 5,290
Historical stock option
granting practices
investigation costs 542 -- -- 542 --
--------------------- ----------------
Total Cash charges $1,641 $ -- $ -- $ 2,756 $ 5,290
--------------------- ----------------
Total pre-tax reconciling items $8,513 $4,859 $7,529 $23,592 $18,169
----------------------------------------------------------------------
A reconciliation of net income to operating net income is
presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Net income $ 6,967 $10,632 $4,656 $37,579 $37,358
% of revenues 2.8% 4.0% 2.7% 3.7% 5.2%
Reconciling items, after tax 5,530 3,158 4,931 15,331 11,899
----------------------- ----------------
Operating Net Income $12,497 $13,790 $9,587 $52,910 $49,257
% of revenues 5.0% 5.2% 5.5% 5.2% 6.8%
----------------------------------------------------------------------
A reconciliation of diluted earnings per common share (EPS) to
operating EPS (may not sum due to rounding) is presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Diluted EPS $0.39 $0.60 $0.26 $2.11 $2.13
EPS impact of reconciling items 0.31 0.18 0.27 0.86 0.68
------------------ ------------
Operating EPS $0.71 $0.78 $0.53 $2.97 $2.81
----------------------------------------------------------------------
EBITDA and Adjusted EBITDA
Management believes that EBITDA, defined as income before
provision for income taxes plus interest, depreciation, and
amortization, is a widely accepted measure of profitability that we
believe may be used to measure the Company's ability to service its
debt. Adjusted EBITDA, defined as EBITDA plus stock compensation
expense, may also be used to measure the Company's ability to service
its debt.
A reconciliation of net income to EBITDA is presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Income before provision for
income taxes $10,732 $16,357 $ 7,110 $ 57,827 $57,036
Interest 5,185 4,061 2,437 18,407 9,123
Depreciation / Amortization 7,277 5,880 2,917 22,610 13,930
------------------------ -----------------
EBITDA $23,194 $26,298 $12,464 $ 98,844 $80,089
Stock Compensation Expense 1,577 1,612 -- 6,381 --
------------------------ -----------------
Adjusted EBITDA $24,771 $27,910 $12,464 $105,225 $80,089
----------------------------------------------------------------------
Supplemental Information:
The following supplemental information including geographical
segment results, service type results, same office comparisons, and
significant balance sheet ratios and other information is being
provided for comparisons of reported results for fourth quarter Fiscal
2007 and 2006, third quarter Fiscal 2007, and / or Fiscal 2007 and
2006. All dollar amounts are in thousands unless noted otherwise.
Geographical Segment Results:
Management is presented with and reviews revenues, operating
income, and adjusted operating income by geographical segment.
Adjusted operating income is defined as operating income less
reconciling items, including restructuring charges / severance costs,
amortization of intangible assets on acquisitions, stock-based
compensation expense, asset write-up depreciation expense on
acquisitions, acquisition integration costs, historical stock option
granting practice investigation costs, and the Italian Operations
Adjustment (4Q06 and FY06 only). See above for additional details
provided by Management regarding non-GAAP financial measures.
Revenues, operating income, and adjusted operating income for North
America, Europe, and All Other are presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Revenues:
North America $205,828 $220,391 $137,912 $ 850,088 $564,700
Europe 34,479 34,610 27,152 129,278 120,051
All Other 9,477 9,805 9,804 36,944 36,584
--------------------------- --------------------
Total $249,784 $264,806 $174,868 $1,016,310 $721,335
Operating income:
North America $ 8,532 $ 13,913 $ 9,414 $ 52,408 $ 53,550
% of North America
revenues 4.1% 6.3% 6.8% 6.2% 9.5%
Europe $ 5,308 $ 4,502 $ (1,643) $ 16,442 $ 5,518
% of Europe revenues 15.4% 13.0% (6.1)% 12.7% 4.6%
All Other $ 2,054 $ 1,881 $ 1,733 $ 7,426 $ 7,127
% of All Other
revenues 21.7% 19.2% 17.7% 20.1% 19.5%
--------------------------- --------------------
Total $ 15,894 $ 20,296 $ 9,504 $ 76,276 $ 66,195
% of Total revenues 6.4% 7.7% 5.4% 7.5% 9.2%
Reconciling items
(pretax):
North America $ 8,087 $ 4,946 $ 464 $ 21,858 $ 7,362
Europe -- -- 7,065 -- 10,807
All Other -- -- -- -- --
--------------------------- --------------------
Total $ 8,087 $ 4,946 $ 7,529 $ 21,858 $ 18,169
Adjusted Operating
Income:
North America $ 16,619 $ 18,859 $ 9,878 $ 74,266 $ 60,912
% of North America
revenues 8.1% 8.6% 7.2% 8.7% 10.8%
Europe $ 5,308 $ 4,502 $ 5,422 $ 16,442 $ 16,325
% of Europe revenues 15.4% 13.0% 20.0% 12.7% 13.6%
All Other $ 2,054 $ 1,881 $ 1,733 $ 7,426 $ 7,127
% of All Other
revenues 21.7% 19.2% 17.7% 20.1% 19.5%
--------------------------- --------------------
Total $ 23,981 $ 25,242 $ 17,033 $ 98,134 $ 84,364
% of Total revenues 9.6% 9.5% 9.7% 9.7% 11.7%
----------------------------------------------------------------------
Service Type Results:
Management is presented with and reviews revenues, gross profit,
and adjusted gross profit by service type. Adjusted gross profit is
defined as gross profit less reconciling items including the Italian
Operations Adjustment (for 4Q06 and FY06 only). See above for
additional details provided by Management regarding non-GAAP financial
measures. Revenues, gross profit, and adjusted gross profit
information for Data Services, Voice Services, and Hotline Services
are presented below:
4Q07 3Q07 4Q06 FY07 FY06
----------------------------------------------------------------------
Revenues:
Data Services $ 44,801 $ 46,350 $ 44,017 $ 182,129 $196,585
Voice Services 147,138 160,686 77,184 611,278 310,804
Hotline Services 57,845 57,770 53,667 222,903 213,946
--------------------------- --------------------
Total $249,784 $264,806 $174,868 $1,016,310 $721,335
Gross profit:
Data Services $ 14,138 $ 14,236 $ 11,268 $ 55,598 $ 57,068
% of Data Services
revenues 31.6% 30.7% 25.6% 30.5% 29.0%
Voice Services $ 51,026 $ 54,566 $ 28,400 $ 209,268 $119,556
% of Voice Services
revenues 34.7% 34.0% 36.8% 34.2% 38.5%
Hotline Services $ 27,260 $ 27,883 $ 24,458 $ 109,123 $105,726
% of Hotline Services
revenues 47.1% 48.3% 45.6% 49.0% 49.4%
--------------------------- --------------------
Total $ 92,424 $ 96,685 $ 64,126 $ 373,989 $282,350
% of Total revenues 37.0% 36.5% 36.7% 36.8% 39.1%
Reconciling items
(pretax):
Data Services $ -- $ -- $ 2,071 $ -- $ 2,071
Voice Services -- -- -- -- --
Hotline Services -- -- 1,517 -- 1,517
--------------------------- --------------------
Total $ -- $ -- $ 3,588 $ -- $ 3,588
Adjusted Gross Profit:
Data Services $ 14,138 $ 14,236 $ 13,339 $ 55,598 $ 59,139
% of Data Services
revenues 31.6% 30.7% 30.3% 30.5% 30.1%
Voice Services $ 51,026 $ 54,566 $ 28,400 $ 209,268 $119,556
% of Voice Services
revenues 34.7% 34.0% 36.8% 34.2% 38.5%
Hotline Services $ 27,260 $ 27,883 $ 25,975 $ 109,123 $107,243
% of Hotline Services
revenues 47.1% 48.3% 48.4% 49.0% 50.1%
--------------------------- --------------------
Total $ 92,424 $ 96,685 $ 67,714 $ 373,989 $285,938
% of Total revenues 37.0% 36.5% 38.7% 36.8% 39.6%
----------------------------------------------------------------------
Same-office comparisons:
Management is presented with and reviews revenues on a same-office
basis which excludes the effects of revenues from acquisitions since
the earliest reported period thus allowing the comparison of
same-office revenues from the earliest to current period under review.
While the information provided below is presented on a consolidated
basis, the revenue from acquisitions from first quarter Fiscal 2006 to
fourth quarter Fiscal 2007 relates to North America Voice Services.
Information on revenues on a same-office basis compared to the
same quarter last year is presented below:
4Q07 4Q06 % Change
----------------------------------------------------------------------
Revenues as reported $249,784 $174,868 43%
Less revenues from offices added since
1Q06 (85,779) (14,927)
--------- ---------
Revenues on same-office basis $164,005 $159,941 3%
----------------------------------------------------------------------
Information on revenues on a same-office basis compared to the
sequential quarter is presented below:
4Q07 3Q07 % Change
----------------------------------------------------------------------
Revenues as reported $249,784 $264,806 (6)%
Less revenues from offices added since
3Q07 (1,693) --
--------- ---------
Revenues on same-office basis $248,091 $264,806 (6)%
----------------------------------------------------------------------
Significant balance sheet ratios and other information:
Information on certain balance sheet ratios, backlog, and
headcount is presented below. Dollar amounts are in millions.
4Q07 3Q07 4Q06
----------------------------------------------------------------------
Accounts receivable:
Gross accounts receivable $176.0 $198.2 $126.2
Reserve $ / % $ 14.3 8.1% $ 13.8 7.0% $ 9.5 7.5%
------- ------- -------
Net accounts receivable $161.7 $184.4 $116.7
Net days sales outstanding 53 58 54
days days days
Inventory:
Gross inventory $ 95.6 $ 99.2 $ 68.2
Reserve $ / % $ 22.8 23.8% $ 25.1 25.3% $ 14.3 21.0%
------- ------- -------
Net inventory $ 72.8 $ 74.1 $ 53.9
Net inventory turns 7.2x 7.6x 7.3x
Six-month order backlog $ 159 $ 162 $ 96
Team members 4,581 4,564 3,295
----------------------------------------------------------------------