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8-K - FORM 8-K - BLACK BOX CORP | l41696e8vk.htm |
Exhibit 99.1
Contact
Black Box Corporation
Gary Doyle
Director - Investor Relations
Phone: (724) 873-6788
Email: investors@blackbox.com
Black Box Corporation
Gary Doyle
Director - Investor Relations
Phone: (724) 873-6788
Email: investors@blackbox.com
FOR IMMEDIATE RELEASE
BLACK BOX CORPORATION REPORTS THIRD QUARTER AND YEAR-TO-DATE FISCAL 2011 RESULTS
- Reports record quarterly revenues of $277 million -
- Reports record quarterly revenues of $277 million -
Third quarter of Fiscal 2011 Highlights
Record quarterly Revenues of $277 million.
Revenue increases 9% over prior year, with 7% organic revenue growth over prior year.
Operating earnings per share increase to 84¢ from 77¢ in prior year.
Diluted earnings per share increase to 78¢ from 63¢ in prior year.
Free cash flow increase to $31 million from $11 million in prior year.
PITTSBURGH, PENNSYLVANIA, February 1, 2011 - Black Box Corporation (NASDAQ:BBOX) today reported
results for the third quarter of Fiscal 2011 ended January 1, 2011.
Third quarter of Fiscal 2011 diluted earnings per share were 78¢ on net income of $13.9 million or
5.0% of revenues compared to diluted earnings per share of 63¢ on net income of $11.0 million or
4.3% of revenues for the same quarter last year. On a sequential quarter comparison basis, second
quarter of Fiscal 2011 diluted earnings per share were 77¢ on net income of $13.6 million or 5.0%
of revenues. Excluding reconciling items, operating earnings per share (which is a non-GAAP term
and is defined below) for the third quarter of Fiscal 2011 were 84¢ on operating net income (which
is a non-GAAP term and is defined below) of $15.0 million or 5.4% of revenues compared to operating
earnings per share of 77¢ on operating net income of $13.6 million or 5.4% of revenues for the same
quarter last year.
Third quarter of Fiscal 2011 pre-tax reconciling items were $1.8 million with an after-tax impact
on net income and EPS of $1.1 million and 6¢, respectively. During the third quarter of Fiscal
2010, the Companys pre-tax reconciling items were $4.1 million with an after-tax impact on net
income and EPS of $2.6 million and 14¢, respectively. See
below for further discussion regarding Managements use of non-GAAP accounting measurements and a
detailed presentation of the Companys pre-tax reconciling items for the periods presented above.
Third quarter of Fiscal 2011 total revenues were $277 million, an increase of $24 million or 9%
from $253 million for the same quarter last year. On a sequential quarter comparison basis, second
quarter of Fiscal 2011 total revenues were $273 million.
Third quarter of Fiscal 2011 cash provided by operating activities was $28 million or 201% of net
income, compared to $12 million or 105% of net income for the same quarter last year. Third quarter
of Fiscal 2011 free cash flow (which is a non-GAAP term and is defined below) was $31 million
compared to $11 million for the same quarter last year. On a sequential quarter comparison basis,
second quarter of Fiscal 2011 cash provided by operating activities was $7 million or 51% of net
income and free cash flow was $7 million. Black Box utilized its third quarter of Fiscal 2011 free
cash flow primarily to fund acquisition activity of $13 million, fund debt reduction of $9 million
and to 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.
For the nine-month period ended January 1, 2011, diluted earnings per share were $2.30 on net
income of $40.6 million or 5.0%
of revenues compared to diluted earnings per share of $1.54 on net income of $27.0 million or 3.7%
of revenues for the same period last year. Excluding reconciling items, operating earnings per
share for the nine-month period ended January 1, 2011 were $2.55 on operating net income of $45.0
million or 5.5% of revenues compared to operating earnings per share of $2.20 on operating net
income of $38.6 million or 5.4% of revenues for the same period last year.
For the nine-month period ended January 1, 2011, the Companys pre-tax reconciling items were $7.1
million with an after-tax impact on net income and EPS of $4.4 million and 25¢, respectively. For
the nine-month period ended December 26, 2009, the Companys pre-tax reconciling items were $18.6
million with an after-tax impact on net income and EPS of $11.6 million and 66¢, respectively.
For the nine-month period ended January 1, 2011, total revenues were $813 million, an increase of
$92 million or 13% from $721 million for the same period last year.
Cash provided by operating activities for the nine-month period ended January 1, 2011 was $36
million or 89% of net income compared to $42 million or 156% of net income for the same period last
year. Free cash flow was $39 million compared to $41 million for the same period last year. Black
Box utilized its nine-month period free cash flow primarily to fund acquisition activity of $15
million, fund debt reduction of $13 million and to pay dividends of $3 million.
The Companys six-month order backlog was $212 million at January 1, 2011 compared to $191 million
for the same quarter last year. On a sequential quarter-end comparison basis, the Companys
six-month order backlog was $213 million at October 2, 2010.
For Fiscal 2011, the Company is targeting reported revenues of approximately $1.073 billion to
$1.078 billion and corresponding operating earnings per share in the range of $3.34 to $3.39.
Included in these projections is an effective tax rate of 38.0%. For the fourth quarter of Fiscal
2011, the Company is targeting reported revenues of approximately $260 million to $265 million and
corresponding operating earnings per share in the range of 79¢ to 84¢. These targets exclude
acquisition-related expense and the impact of changes in the fair market value of the Companys
interest-rate swaps, and are before any new mergers and acquisition activity that has not been
announced.
Commenting on the third quarter of Fiscal 2011 results and the fourth quarter of Fiscal 2011
outlook, Terry Blakemore, President and Chief Executive Officer said, I am very pleased to
announce another quarter of record revenue, organic growth and strong cash flow for Black Box
Corporation. As the economy improves, we have successfully leveraged our broad portfolio of
solutions and deep technical expertise to grow profitably and enhance our market share.
As a communications system integrator, we work closely with our strategic partners to offer the
latest technology to our clients. We will continue to make select investments to improve our
competitive position including the introduction of new products and services and strategic
acquisitions. Black Box is committed to continue delivering world-class solutions to our clients
and increasing our value to our shareholders.
The Company will conduct a conference call beginning at 5:00 p.m. Eastern Standard Time today,
February 1, 2011. Terry Blakemore, President and Chief Executive Officer, will host the call. To
participate in the call, please dial 612-332-1025 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
187514. A live, listen-only audio webcast of the call will be available through a link on the
Investor Relations page of the Companys Web site at http://www.blackbox.com. A webcast
replay of the call will also be archived on Black Boxs Web site for a limited period of time
following the conference call.
Black Box is a leading technical services company dedicated to designing, building and maintaining
todays complicated data and voice infrastructure systems. Black Box services more than 175,000
clients in 141 countries with 195 offices throughout the world. To learn more, visit the Black Box
Web site at http://www.blackbox.com.
Black Box®, the Double Diamond logo and
DVH® are registered trademarks 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 and speak only as of the date of
this release. 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
levels of business activity and operating expenses, expenses relating to corporate compliance
requirements, cash flows, global economic and business conditions, successful integration of
acquisitions, the timing and costs of restructuring programs, successful marketing of DVH (Data,
Voice, Hotline) services, successful implementation of the Companys M&A program, including
identifying appropriate targets, consummating transactions and successfully integrating the
businesses, successful implementation of our government contracting programs, competition, changes
in foreign, political and economic conditions, fluctuating foreign currencies compared to the U.S.
dollar, rapid changes in technologies, client preferences, the Companys arrangements with
suppliers of voice equipment and technology and various other matters, many of which are beyond the
Companys control. Additional risk factors are included in the Companys Annual Report on Form 10-K
for the fiscal year ended March 31, 2010. 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.
2
BLACK BOX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three-months ended | Nine-months ended | |||||||||||||||
January 1 and December 26, | January 1 and December 26, | |||||||||||||||
In thousands, except per share amounts | 2011 | 2009 | 2011 | 2009 | ||||||||||||
Revenues |
||||||||||||||||
Hotline products |
$ | 49,545 | $ | 47,012 | $ | 142,009 | $ | 134,805 | ||||||||
On-Site services |
227,134 | 206,373 | 671,190 | 585,705 | ||||||||||||
Total |
276,679 | 253,385 | 813,199 | 720,510 | ||||||||||||
Cost of sales |
||||||||||||||||
Hotline products |
26,987 | 24,406 | 76,823 | 70,267 | ||||||||||||
On-Site services |
159,040 | 142,150 | 465,990 | 398,727 | ||||||||||||
Total |
186,027 | 166,556 | 542,813 | 468,994 | ||||||||||||
Gross profit |
90,652 | 86,829 | 270,386 | 251,516 | ||||||||||||
Selling, general & administrative expenses |
64,296 | 64,198 | 191,450 | 192,596 | ||||||||||||
Intangibles amortization |
2,901 | 3,108 | 9,061 | 9,303 | ||||||||||||
Operating income |
23,455 | 19,523 | 69,875 | 49,617 | ||||||||||||
Interest expense (income), net |
1,028 | 1,852 | 4,460 | 6,592 | ||||||||||||
Other expenses (income), net |
(11 | ) | 40 | (76 | ) | (187 | ) | |||||||||
Income before provision for income taxes |
22,438 | 17,631 | 65,491 | 43,212 | ||||||||||||
Provision for income taxes |
8,528 | 6,612 | 24,887 | 16,205 | ||||||||||||
Net income |
$ | 13,910 | $ | 11,019 | $ | 40,604 | $ | 27,007 | ||||||||
Earnings per common share |
||||||||||||||||
Basic |
$ | 0.79 | $ | 0.63 | $ | 2.31 | $ | 1.54 | ||||||||
Diluted |
$ | 0.78 | $ | 0.63 | $ | 2.30 | $ | 1.54 | ||||||||
Weighted average common shares outstanding |
||||||||||||||||
Basic |
17,703 | 17,548 | 17,611 | 17,545 | ||||||||||||
Diluted |
17,940 | 17,561 | 17,675 | 17,545 | ||||||||||||
Dividends per share |
$ | 0.06 | $ | 0.06 | $ | 0.18 | $ | 0.18 | ||||||||
3
BLACK BOX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands, except par value | January 1, 2011 | March 31, 2010 | ||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 27,960 | $ | 20,885 | ||||
Accounts receivable, net |
154,557 | 141,211 | ||||||
Inventories, net |
54,565 | 51,507 | ||||||
Costs/estimated earnings in excess of billings on uncompleted contracts |
111,234 | 86,086 | ||||||
Prepaid and other current assets |
27,140 | 28,090 | ||||||
Total current assets |
375,456 | 327,779 | ||||||
Property, plant and equipment, net |
22,210 | 23,568 | ||||||
Goodwill |
646,620 | 641,965 | ||||||
Intangibles |
||||||||
Customer relationships, net |
90,829 | 93,619 | ||||||
Other intangibles, net |
29,295 | 30,374 | ||||||
Other assets |
10,304 | 8,059 | ||||||
Total assets |
$ | 1,174,714 | $ | 1,125,364 | ||||
Liabilities |
||||||||
Accounts payable |
$ | 76,547 | $ | 66,934 | ||||
Accrued compensation and benefits |
32,919 | 33,260 | ||||||
Deferred revenue |
35,402 | 34,876 | ||||||
Billings in excess of costs/estimated earnings on uncompleted contracts |
20,018 | 14,839 | ||||||
Income taxes |
11,030 | 9,487 | ||||||
Other liabilities |
39,884 | 41,798 | ||||||
Total current liabilities |
215,800 | 201,194 | ||||||
Long-term debt |
198,452 | 210,873 | ||||||
Other liabilities |
17,524 | 23,303 | ||||||
Total liabilities |
$ | 431,776 | $ | 435,370 | ||||
Stockholders equity |
||||||||
Common stock |
$ | 25 | $ | 25 | ||||
Additional paid-in capital |
463,494 | 451,778 | ||||||
Retained earnings |
588,740 | 551,315 | ||||||
Accumulated other comprehensive income |
14,257 | 9,971 | ||||||
Treasury stock |
(323,578 | ) | (323,095 | ) | ||||
Total stockholders equity |
$ | 742,938 | $ | 689,994 | ||||
Total liabilities and stockholders equity |
$ | 1,174,714 | $ | 1,125,364 | ||||
4
BLACK BOX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three-months ended | Nine-months ended | |||||||||||||||
January 1 and December 26, | January 1 and December 26, | |||||||||||||||
In thousands | 2011 | 2009 | 2011 | 2009 | ||||||||||||
Operating Activities |
||||||||||||||||
Net income |
$ | 13,910 | $ | 11,019 | $ | 40,604 | $ | 27,007 | ||||||||
Adjustments to reconcile net income to net cash
provided by (used for) operating activities |
||||||||||||||||
Intangibles amortization and depreciation |
4,376 | 4,985 | 13,672 | 15,097 | ||||||||||||
(Gain) loss on sale of property |
(50 | ) | (15 | ) | (67 | ) | 10 | |||||||||
Deferred taxes |
4,335 | 560 | 5,579 | 1,197 | ||||||||||||
Tax impact from stock options |
966 | 64 | 995 | 766 | ||||||||||||
Stock compensation expense |
2,493 | 1,743 | 7,999 | 5,022 | ||||||||||||
Change in fair value of interest-rate swap |
(1,074 | ) | (303 | ) | (1,920 | ) | (126 | ) | ||||||||
Changes in operating assets and liabilities (net of
acquisitions) |
||||||||||||||||
Accounts receivable, net |
4,942 | (11,496 | ) | (9,161 | ) | 11,568 | ||||||||||
Inventories, net |
(563 | ) | (7 | ) | (2,320 | ) | 3,617 | |||||||||
Costs/estimated earnings in excess of billings on
uncompleted contracts |
(7,927 | ) | (8,890 | ) | (25,012 | ) | (22,623 | ) | ||||||||
All other current assets excluding deferred tax asset |
3,195 | 3,019 | (972 | ) | 6,037 | |||||||||||
Billings in excess of costs/estimated earnings on
uncompleted contracts |
(355 | ) | 3,516 | 4,723 | (3,704 | ) | ||||||||||
Liabilities exclusive of long-term debt |
3,685 | 7,389 | 1,952 | (1,735 | ) | |||||||||||
Net cash provided by (used for) operating activities |
$ | 27,933 | $ | 11,584 | $ | 36,072 | $ | 42,133 | ||||||||
Investing Activities |
||||||||||||||||
Capital expenditures |
$ | (1,021 | ) | $ | (540 | ) | $ | (2,906 | ) | $ | (1,573 | ) | ||||
Capital disposals |
53 | 29 | 98 | 132 | ||||||||||||
Acquisition of businesses (payments)/recoveries |
(12,811 | ) | (10,687 | ) | (12,811 | ) | (10,687 | ) | ||||||||
Prior merger-related (payments)/recoveries |
(146 | ) | (6,433 | ) | (1,829 | ) | (7,738 | ) | ||||||||
Net cash provided by (used for) investing activities |
$ | (13,925 | ) | $ | (17,631 | ) | $ | (17,448 | ) | $ | (19,866 | ) | ||||
Financing Activities |
||||||||||||||||
Proceeds from borrowings |
$ | 70,885 | $ | 56,035 | $ | 174,815 | $ | 130,890 | ||||||||
Repayment of borrowings |
(79,749 | ) | (43,450 | ) | (187,636 | ) | (145,298 | ) | ||||||||
Deferred Financing Costs |
(700 | ) | | (700 | ) | | ||||||||||
Proceeds from the exercise of stock options |
4,432 | | 4,712 | | ||||||||||||
Purchase of treasury stock |
(1 | ) | | (483 | ) | | ||||||||||
Payment of dividends |
(1,057 | ) | (1,053 | ) | (3,166 | ) | (3,157 | ) | ||||||||
Net cash provided by (used for) financing activities |
$ | (6,190 | ) | $ | 11,532 | $ | (12,458 | ) | $ | (17,565 | ) | |||||
Foreign currency exchange impact on cash |
$ | (78 | ) | $ | (214 | ) | $ | 909 | $ | 634 | ||||||
Increase / (decrease) in cash and cash equivalents |
$ | 7,740 | $ | 5,271 | $ | 7,075 | $ | 5,336 | ||||||||
Cash and cash equivalents at beginning of period |
20,220 | 23,785 | 20,885 | 23,720 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 27,960 | $ | 29,056 | $ | 27,960 | $ | 29,056 | ||||||||
5
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 (see below for reference), operating net income, operating
earnings per share (EPS), Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA), Adjusted EBITDA, adjusted operating income and same-office revenue comparisons to
illustrate the Companys 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 explanations of the Companys
management (Management) 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 Companys 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 Companys competitors and may not be directly comparable to similarly-titled measures of the
Companys competitors due to potential differences in the exact method of calculation, (ii) the
non-GAAP financial measures exclude certain non-cash amortization of intangible assets on
acquisitions, however, they do not specifically exclude the added benefits of these costs, such as
revenue and contributing operating margin, (iii) 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, (iv)
the non-GAAP financial measures exclude the non-cash change in fair value of the Companys
interest-rate swaps which will continue to impact the Companys earnings until the interest-rate
swaps are settled, (v) the non-GAAP financial measures exclude costs for employee severance and
facility consolidations (employee severance and facility consolidation costs) incurred during the
periods reported in an attempt to right-size the organization and more appropriately align the
expense structure with anticipated revenues and changing market demand for its solutions and
services that will impact future operating results, (vi) the non-GAAP financial measures exclude
historical stock option granting practices investigation and related matters costs, including costs
associated with the related Securities and Exchange Commission (SEC) investigation, shareholder
derivative lawsuit, tax matters and insurance/indemnification matters, (vii) the non-GAAP financial
measures exclude costs of settlement or resolution arising from current legal matters associated
with the ongoing operations of the Company (current legal matters costs) and (viii) 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 Companys
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 Companys
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 or minus foreign currency translation adjustments, plus proceeds from stock
option exercises. Managements reasons for exclusion of each item are explained in further detail
below.
Net capital expenditures
The Company believes net capital expenditures must be taken into account along 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 Companys
operating cash. Net capital expenditures are comprised of capital expenditures and capital
disposals.
6
Foreign currency exchange impact on cash
Due to the size of the Companys international operations, and the ability of the Company to
utilize cash generated from foreign
operations locally without the need to convert such currencies to U.S. 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 adjustments as such adjustment provides an appropriate
measure of the availability of the Companys 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 U.S. dollars.
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 Companys 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 Companys 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.
A reconciliation of cash provided by operating activities to free cash flow is presented below:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Cash provided by operating activities |
$ | 27,933 | $ | 6,891 | $ | 11,584 | $ | 36,072 | $ | 42,133 | ||||||||||
Net capital expenditures |
(968 | ) | (944 | ) | (511 | ) | (2,808 | ) | (1,441 | ) | ||||||||||
Foreign currency exchange impact on cash |
(78 | ) | 1,227 | (214 | ) | 909 | 634 | |||||||||||||
Free cash flow before stock option exercises |
$ | 26,887 | $ | 7,174 | $ | 10,859 | $ | 34,173 | $ | 41,326 | ||||||||||
Proceeds from stock option exercises |
4,432 | 202 | | 4,712 | | |||||||||||||||
Free cash flow |
$ | 31,319 | $ | 7,376 | $ | 10,859 | $ | 38,885 | $ | 41,326 | ||||||||||
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 employee severance and facility consolidation costs. 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:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Cash provided by operating activities |
$ | 27,933 | $ | 6,891 | $ | 11,584 | $ | 36,072 | $ | 42,133 | ||||||||||
Restructuring payments |
1,494 | 933 | 1,354 | 4,326 | 7,627 | |||||||||||||||
Cash provided by operating
activities excluding restructuring
payments |
$ | 29,427 | $ | 7,824 | $ | 12,938 | $ | 40,398 | $ | 49,760 | ||||||||||
Operating net income and operating earnings per share
Management believes that operating net income, defined by the Company as net income plus
reconciling items, and operating EPS, defined as operating net income divided by weighted average
common shares outstanding (diluted), provide investors additional important information to enable
them to assess, in a way Management assesses, the Companys current and future operations.
Reconciling items include amortization of intangible assets on acquisitions, asset write-up
depreciation expense on acquisitions, the change in fair value of the interest-rate swaps, employee
severance and facility consolidation costs, historical stock option granting practices
investigation and related matters costs and current legal matters costs. Managements reason for
exclusion of each item is explained in further detail below.
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.
7
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 assets useful life and generally cannot be
changed or influenced by Management after the acquisition.
Change in fair value of the interest-rate swaps
To mitigate the risk of interest-rate fluctuations associated with the Companys variable rate
debt, the Company entered into two separate interest-rate swaps (interest-rate swaps) that do not
qualify as a cash flow hedge. Thus, the Company records the change in fair value of the
interest-rate swaps as an asset/liability within the Companys Condensed Consolidated Balance
Sheets with the offset to Interest expense (income) within the Companys Condensed Consolidated
Statements of Income. Management excludes this non-cash expense 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.
Employee severance and facility consolidation costs
The Company believes that incurring costs in the current period(s) in an attempt to right-size the
organization and more appropriately align the expense structure with anticipated revenues and
changing market demand for its solutions and services will result in a long-term positive impact on
financial performance in the future. Employee
severance and facility consolidation costs are presented in accordance with GAAP in the Companys
Condensed Consolidated Statements of Income. However, due to the 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 Companys
ongoing financial performance.
Historical stock option granting practices investigation and related matters costs
The Company incurs costs in connection with its investigation of historical stock option granting
practices, including the related SEC investigation, shareholder derivative lawsuit, tax matters and
insurance/indemnification matters. 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.
Current legal matters costs
The Company incurs costs arising from current legal matters associated with the ongoing operations
of the Company. 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.
The following table represents the Companys pre-tax reconciling items:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Non-cash charges |
||||||||||||||||||||
Amortization of intangible assets on acquisitions |
$ | 2,890 | $ | 3,045 | $ | 3,099 | $ | 9,028 | $ | 9,264 | ||||||||||
Asset write-up depreciation expense on acquisitions |
| | 128 | | 128 | |||||||||||||||
Change in fair value of the interest-rate swaps |
(1,074 | ) | (314 | ) | (303 | ) | (1,920 | ) | (126 | ) | ||||||||||
Total non-cash charges |
$ | 1,816 | $ | 2,731 | $ | 2,924 | $ | 7,108 | $ | 9,266 | ||||||||||
Cash charges |
||||||||||||||||||||
Employee severance and facility consolidation costs |
$ | | $ | | $ | 860 | $ | | $ | 2,622 | ||||||||||
Historical stock option granting practices
investigation and related matters costs |
| | 318 | | 4,574 | |||||||||||||||
Current legal matters costs |
| | | | 2,145 | |||||||||||||||
Total cash charges |
$ | | $ | | $ | 1,178 | $ | | $ | 9,341 | ||||||||||
Total pre-tax reconciling items |
$ | 1,816 | $ | 2,731 | $ | 4,102 | $ | 7,108 | $ | 18,607 | ||||||||||
8
A reconciliation of net income to operating net income is presented below:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Net income |
$ | 13,910 | $ | 13,550 | $ | 11,019 | $ | 40,604 | $ | 27,007 | ||||||||||
% of Revenue |
5.0 | % | 5.0 | % | 4.3 | % | 5.0 | % | 3.7 | % | ||||||||||
Reconciling items, after tax 1 |
1,126 | 1,693 | 2,564 | 4,407 | 11,630 | |||||||||||||||
Operating net income |
$ | 15,036 | $ | 15,243 | $ | 13,583 | $ | 45,011 | $ | 38,637 | ||||||||||
% of Revenue |
5.4 | % | 5.6 | % | 5.4 | % | 5.5 | % | 5.4 | % | ||||||||||
1 | The effective tax rate utilized to determine Reconciling items, after tax, for each period, is the effective tax rate utilized to determine Net income for such period. |
A reconciliation of diluted EPS to operating EPS is presented below:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Diluted EPS |
$ | 0.78 | $ | 0.77 | $ | 0.63 | $ | 2.30 | $ | 1.54 | ||||||||||
EPS impact of reconciling items |
0.06 | 0.09 | 0.14 | 0.25 | 0.66 | |||||||||||||||
Operating EPS |
$ | 0.84 | $ | 0.86 | $ | 0.77 | $ | 2.55 | $ | 2.20 | ||||||||||
EBITDA and Adjusted EBITDA
Management believes that EBITDA, defined as Net income plus provision for income taxes, interest,
depreciation and amortization, is a widely accepted measure of profitability that may be used to
measure the Companys ability to service its debt. Adjusted EBITDA, defined as EBITDA plus
stock-based compensation expense, may also be used to measure the Companys ability to service its
debt. Stock-based compensation is an integral part of ongoing operations since it is considered
similar to other types of compensation to employees. However, Management believes that varying
levels of stock-based compensation expense could result in misleading period-over-period
comparisons and is providing an adjusted disclosure which excludes stock-based compensation.
A reconciliation of income before provision for income taxes to EBITDA and Adjusted EBITDA is
presented below:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Net income |
$ | 13,910 | $ | 13,550 | $ | 11,019 | $ | 40,604 | $ | 27,007 | ||||||||||
Provision for income taxes |
8,528 | 8,302 | 6,612 | 24,887 | 16,205 | |||||||||||||||
Interest |
1,028 | 1,742 | 1,852 | 4,460 | 6,592 | |||||||||||||||
Depreciation/Amortization |
4,376 | 4,610 | 4,985 | 13,672 | 15,097 | |||||||||||||||
EBITDA |
$ | 27,842 | $ | 28,204 | $ | 24,468 | $ | 83,623 | $ | 64,901 | ||||||||||
Stock-based compensation expense |
2,493 | 2,504 | 1,743 | 7,999 | 5,022 | |||||||||||||||
Adjusted EBITDA |
$ | 30,335 | $ | 30,708 | $ | 26,211 | $ | 91,622 | $ | 69,923 | ||||||||||
9
Supplemental Information
The following supplemental information, including geographical segment results, service type
results, same-office revenue comparisons and significant balance sheet ratios and other information
is being provided for comparisons of reported results for the third quarter of Fiscal 2011, second
quarter of Fiscal 2011, third quarter of Fiscal 2010 and/or third quarter year-to-date Fiscal 2011
and 2010. 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 by the Company as operating income
plus reconciling items. Reconciling items include amortization of intangible assets on
acquisitions, asset write-up depreciation expense on acquisitions, employee severance and facility
consolidation costs, historical stock option granting practices investigation and related matters
costs and current legal matters costs. 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:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Revenues |
||||||||||||||||||||
North America |
$ | 239,455 | $ | 240,540 | $ | 217,124 | $ | 710,479 | $ | 621,635 | ||||||||||
Europe |
27,446 | 22,798 | 27,190 | 75,186 | 75,248 | |||||||||||||||
All Other |
9,778 | 9,586 | 9,071 | 27,534 | 23,627 | |||||||||||||||
Total |
$ | 276,679 | $ | 272,924 | $ | 253,385 | $ | 813,199 | $ | 720,510 | ||||||||||
Operating income |
||||||||||||||||||||
North America |
$ | 18,749 | $ | 20,684 | $ | 14,890 | $ | 58,600 | $ | 38,278 | ||||||||||
% of North America revenues |
7.8 | % | 8.6 | % | 6.9 | % | 8.2 | % | 6.2 | % | ||||||||||
Europe |
$ | 2,851 | $ | 1,153 | $ | 3,111 | $ | 6,340 | $ | 7,755 | ||||||||||
% of Europe revenues |
10.4 | % | 5.1 | % | 11.4 | % | 8.4 | % | 10.3 | % | ||||||||||
All Other |
$ | 1,855 | $ | 1,691 | $ | 1,522 | $ | 4,935 | $ | 3,584 | ||||||||||
% of All Other revenues |
19.0 | % | 17.6 | % | 16.8 | % | 17.9 | % | 15.2 | % | ||||||||||
Total |
$ | 23,455 | $ | 23,528 | $ | 19,523 | $ | 69,875 | $ | 49,617 | ||||||||||
% of Total revenues |
8.5 | % | 8.6 | % | 7.7 | % | 8.6 | % | 6.9 | % | ||||||||||
Reconciling items (pre-tax) |
||||||||||||||||||||
North America |
$ | 2,890 | $ | 3,045 | $ | 4,089 | $ | 9,028 | $ | 17,800 | ||||||||||
Europe |
| | 292 | | 892 | |||||||||||||||
All Other |
| | 24 | | 41 | |||||||||||||||
Total |
$ | 2,890 | $ | 3,045 | $ | 4,405 | $ | 9,028 | $ | 18,733 | ||||||||||
Adjusted operating income |
||||||||||||||||||||
North America |
$ | 21,639 | $ | 23,729 | $ | 18,979 | $ | 67,628 | $ | 56,078 | ||||||||||
% of North America revenues |
9.0 | % | 9.9 | % | 8.7 | % | 9.5 | % | 9.0 | % | ||||||||||
Europe |
$ | 2,851 | $ | 1,153 | $ | 3,403 | $ | 6,340 | $ | 8,647 | ||||||||||
% of Europe revenues |
10.4 | % | 5.1 | % | 12.5 | % | 8.4 | % | 11.5 | % | ||||||||||
All Other |
$ | 1,855 | $ | 1,691 | $ | 1,546 | $ | 4,935 | $ | 3,625 | ||||||||||
% of All Other revenues |
19.0 | % | 17.6 | % | 17.0 | % | 17.9 | % | 15.3 | % | ||||||||||
Total |
$ | 26,345 | $ | 26,573 | $ | 23,928 | $ | 78,903 | $ | 68,350 | ||||||||||
% of Total revenues |
9.5 | % | 9.7 | % | 9.4 | % | 9.7 | % | 9.5 | % | ||||||||||
10
Service Type Results
Management is presented with and reviews revenues and gross profit for Data Services, Voice
Services and Hotline Services which are presented below:
3Q11 | 2Q11 | 3Q10 | 3QYTD11 | 3QYTD10 | ||||||||||||||||
Revenues |
||||||||||||||||||||
Data Services |
$ | 62,890 | $ | 53,989 | $ | 45,342 | $ | 170,836 | $ | 140,680 | ||||||||||
Voice Services |
164,244 | 172,520 | 161,031 | 500,354 | 445,025 | |||||||||||||||
Hotline Services |
49,545 | 46,415 | 47,012 | 142,009 | 134,805 | |||||||||||||||
Total |
$ | 276,679 | $ | 272,924 | $ | 253,385 | $ | 813,199 | $ | 720,510 | ||||||||||
Gross profit |
||||||||||||||||||||
Data Services |
$ | 15,427 | $ | 14,076 | $ | 12,078 | $ | 43,853 | $ | 38,167 | ||||||||||
% of Data Services revenues |
24.5 | % | 26.1 | % | 26.6 | % | 25.7 | % | 27.1 | % | ||||||||||
Voice Services |
$ | 52,667 | $ | 54,647 | $ | 52,145 | $ | 161,347 | $ | 148,811 | ||||||||||
% of Voice Services revenues |
32.1 | % | 31.7 | % | 32.4 | % | 32.2 | % | 33.4 | % | ||||||||||
Hotline Services |
$ | 22,558 | $ | 21,397 | $ | 22,606 | $ | 65,186 | $ | 64,538 | ||||||||||
% of Hotline Services revenues |
45.5 | % | 46.1 | % | 48.1 | % | 45.9 | % | 47.9 | % | ||||||||||
Total |
$ | 90,652 | $ | 90,120 | $ | 86,829 | $ | 270,386 | $ | 251,516 | ||||||||||
% of Total revenues |
32.8 | % | 33.0 | % | 34.3 | % | 33.2 | % | 34.9 | % | ||||||||||
Same-office revenue comparisons
Management is presented with and reviews revenues on a same-office basis which excludes the effects
of revenues from acquisitions. While the information provided below is presented on a consolidated
basis, all of the revenue from offices added as shown below relates to Voice Services in the
Companys North America segment. Reported same-office comparisons of consolidated revenues,
therefore, can be determined by excluding the revenues for Voice Services in the Companys North
America segment from offices added since April 1, 2009 (for comparison of 3Q11 to 3Q10 and 3QYTD11
to 3QYTD10) or April 1, 2010 (for comparison of 3Q11 to 2Q11) as shown below.
Information on quarterly revenues on a same-office basis compared to the same period last year is
presented below:
3Q11 | 3Q10 | % Change | ||||||||||
Reported revenues |
$ | 276,679 | $ | 253,385 | 9 | % | ||||||
Less revenue from Voice Services offices added since 4/1/09 (1Q10) |
(10,280 | ) | (4,403 | ) | ||||||||
Reported revenues on same-office basis |
$ | 266,399 | $ | 248,982 | 7 | % | ||||||
Foreign currency impact |
696 | | ||||||||||
Revenues on same-office basis (excluding foreign currency impact) |
$ | 267,095 | $ | 248,982 | 7 | % | ||||||
Information on year-to-date revenues on a same-office basis compared to the same period last year is presented
below:
3QYTD11 | 3QYTD10 | % Change | ||||||||||
Reported revenues |
$ | 813,199 | $ | 720,510 | 13 | % | ||||||
Less revenue from Voice Services offices added since 4/1/09 (1Q10) |
(25,546 | ) | (4,403 | ) | ||||||||
Reported revenues on same-office basis |
$ | 787,653 | $ | 716,107 | 10 | % | ||||||
Foreign currency impact |
1,182 | | ||||||||||
Revenues on same-office basis (excluding foreign currency impact) |
$ | 788,835 | $ | 716,107 | 10 | % | ||||||
Information on revenues on a same-office basis compared to the sequential quarter is
presented below:
3Q11 | 2Q11 | % Change | ||||||||||
Reported revenues |
$ | 276,679 | $ | 272,924 | 1 | % | ||||||
Less revenue from Voice Services offices added since 4/1/10 (1Q11) |
(4,323 | ) | | |||||||||
Reported revenues on same-office basis |
$ | 272,356 | $ | 272,924 | | % | ||||||
Foreign currency impact |
(1,445 | ) | | |||||||||
Revenues on same-office basis (excluding foreign currency impact) |
$ | 270,911 | $ | 272,924 | (1 | )% | ||||||
11
Significant Balance Sheet ratios and Other Information
Information on certain balance sheet ratios, backlog and headcount is presented below. Dollar
amounts are in millions.
3Q11 | 2Q11 | 3Q10 | ||||||||||||||||||||||
Accounts receivable |
||||||||||||||||||||||||
Gross accounts receivable |
$ | 162.2 | $ | 163.7 | $ | 162.4 | ||||||||||||||||||
Reserve $ / % |
7.6 | 4.7 | % | 7.5 | 4.6 | % | 10.0 | 6.2 | % | |||||||||||||||
Net accounts receivable |
$ | 154.6 | $ | 156.2 | $ | 152.4 | ||||||||||||||||||
Net days sales outstanding |
48 days | 48 days | 52 days | |||||||||||||||||||||
Inventory |
||||||||||||||||||||||||
Gross inventory |
$ | 74.8 | $ | 73.5 | $ | 74.3 | ||||||||||||||||||
Reserve $ / % |
20.2 | 27.0 | % | 20.0 | 27.2 | % | 20.5 | 27.6 | % | |||||||||||||||
Net inventory |
$ | 54.6 | $ | 53.5 | $ | 53.8 | ||||||||||||||||||
Net inventory turns |
10.1x | 10.1x | 9.3x | |||||||||||||||||||||
Six-month order backlog |
$ | 212 | $ | 213 | $ | 191 | ||||||||||||||||||
Team members |
4,482 | 4,376 | 4,384 | |||||||||||||||||||||
12