Steel Connect Reports Second Quarter Financial Results
Steel Connect (NASDAQ: STCN) reported a 27.6% year-over-year decline in net revenue to $156.0 million for Q2 2021, down from $215.5 million. The net loss was $2.2 million, compared to a loss of $3.6 million in Q2 2020. Adjusted EBITDA decreased by 5.9% to $21.2 million. The company continues to face challenges due to COVID-19, affecting both revenue and operational costs. As of January 31, 2021, cash and cash equivalents stood at $87.6 million, with $376.9 million in total debt.
- Increased gross profit margin to 23.0% from 21.0% year-over-year due to cost reduction initiatives.
- Decreased selling, general, and administrative expenses by 30.0% in Q2 2021.
- Maintained a strong cash position with $87.6 million in cash and cash equivalents.
- Total net revenue decreased by 27.6% in Q2 2021 and 26.0% for the six-month period.
- Net loss attributable to common stockholders increased to $2.7 million from $4.1 million year-over-year.
- Free cash flow was negative at $21.6 million in Q2 2021.
Steel Connect, Inc. (the "Company") (NASDAQ: STCN) today announced financial results for its second quarter ended January 31, 2021.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
|
|
(in thousands) |
||||||||||||||
Net revenue |
|
$ |
156,047 |
|
|
$ |
215,452 |
|
|
$ |
325,981 |
|
|
$ |
440,605 |
|
Net (loss) income |
|
|
(2,196 |
) |
|
|
(3,557 |
) |
|
|
(5,747 |
) |
|
|
1,235 |
|
Net (loss) income attributable to common stockholders |
|
|
(2,726 |
) |
|
|
(4,088 |
) |
|
|
(6,814 |
) |
|
|
168 |
|
Adjusted EBITDA* |
|
|
21,211 |
|
|
|
22,532 |
|
|
|
43,747 |
|
|
|
45,365 |
|
Adjusted EBITDA margin* |
|
|
13.6 |
% |
|
|
10.5 |
% |
|
|
13.4 |
% |
|
|
10.3 |
% |
Net cash (used in) provided by operating activities |
|
|
(20,541 |
) |
|
|
(7,537 |
) |
|
|
5,186 |
|
|
|
14,873 |
|
Additions to property and equipment |
|
|
1,101 |
|
|
|
6,298 |
|
|
|
2,160 |
|
|
|
10,370 |
|
Free cash flow* |
|
|
(21,642 |
) |
|
|
(13,835 |
) |
|
|
3,026 |
|
|
|
4,503 |
|
* |
See reconciliations of these non-GAAP measurements to the most directly comparable GAAP measures included in the financial tables. See also "Note Regarding Use of Non-GAAP Financial Measurements" below for the definitions of these non-GAAP measures. |
The Company continues to evaluate the global risks and the slowdown in business activity related to COVID-19, including the potential impacts on its employees, customers, suppliers and financial results. The severity of the impact on the Company's business for the remainder of calendar 2021 and beyond will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, the extent and severity of the impact on the Company's customers and suppliers, the continued disruption to demand for our businesses' products and services, and the impact of the global business and economic environment on liquidity and the availability of capital, all of which are uncertain and cannot be predicted. The Company continues to focus on cash management and liquidity, which includes reduction of discretionary spending, aggressive working capital management, strict approvals for capital expenditures and other actions. The Company will evaluate further actions if circumstances warrant.
Results of Operations
Comparison of the Second Quarter and Six Months Ended January 31, 2021 and 2020
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
|
(unaudited, in thousands) |
||||||||||||||
Net revenue: |
|
|
|
|
|
|
|
||||||||
Products |
$ |
91,155 |
|
|
$ |
123,117 |
|
|
$ |
196,863 |
|
|
$ |
256,120 |
|
Services |
|
64,892 |
|
|
|
92,335 |
|
|
|
129,118 |
|
|
|
184,485 |
|
Total net revenue |
|
156,047 |
|
|
|
215,452 |
|
|
|
325,981 |
|
|
|
440,605 |
|
Cost of revenue |
|
120,197 |
|
|
|
170,203 |
|
|
|
249,663 |
|
|
|
351,110 |
|
Gross profit margin |
|
23.0 |
% |
|
|
21.0 |
% |
|
|
23.4 |
% |
|
|
20.3 |
% |
Selling, general and administrative |
|
21,810 |
|
|
|
31,165 |
|
|
|
48,668 |
|
|
|
53,392 |
|
Amortization of intangible assets |
|
5,359 |
|
|
|
6,911 |
|
|
|
11,894 |
|
|
|
14,188 |
|
Interest expense |
|
7,825 |
|
|
|
8,733 |
|
|
|
15,648 |
|
|
|
17,902 |
|
All other expenses, net |
|
2,161 |
|
|
|
809 |
|
|
|
4,160 |
|
|
|
235 |
|
Total costs and expenses |
|
37,155 |
|
|
|
47,618 |
|
|
|
80,370 |
|
|
|
85,717 |
|
(Loss) income before income taxes |
|
(1,305 |
) |
|
|
(2,369 |
) |
|
|
(4,052 |
) |
|
|
3,778 |
|
Income tax expense |
|
891 |
|
|
|
1,188 |
|
|
|
1,695 |
|
|
|
2,543 |
|
Net (loss) income |
$ |
(2,196 |
) |
|
$ |
(3,557 |
) |
|
$ |
(5,747 |
) |
|
$ |
1,235 |
|
Net Revenue
Total net revenue for the second quarter decreased
Total net revenue for the six months ended January 31, 2021 decreased
Cost of Revenue
Cost of revenue for the second quarter decreased
Cost of revenue for the six months ended January 31, 2021 decreased
Selling, General and Administrative
Selling, general and administrative expenses for the second quarter decreased
Selling, general and administrative expenses for the six months ended January 31, 2021 decreased
Amortization of Intangible Assets
Amortization of intangibles assets for the second quarter decreased
Interest Expense
Interest expense for the second quarter decreased
All Other Expenses, Net
All other expenses, net for the second quarter increased
Income Tax Expense
Income tax expense for the second quarter decreased
Additions to Property and Equipment (Capital Expenditures)
Capital expenditures for the second quarter totaled
Adjusted EBITDA
Adjusted EBITDA for the second quarter decreased
Adjusted EBITDA for the six months ended January 31, 2021 decreased
Liquidity and Capital Resources
As of January 31, 2021, the Company had cash and cash equivalents of
As of January 31, 2021, total debt outstanding, net of unamortized discounts and issuance costs, was
About Steel Connect, Inc.
Steel Connect, Inc. is a diversified holding company with two wholly-owned subsidiaries, IWCO Direct Holdings, Inc. and ModusLink Corporation, that serve the direct marketing and supply chain management markets, respectively.
IWCO Direct delivers highly-effective data-driven marketing solutions for its customers, which represent some of the largest and most respected brands in the world in markets such as insurance, financial services and multiple system operators (cable or direct broadcasting satellite TV systems). Its full range of services includes strategy, creative and execution for omnichannel marketing campaigns, along with one of the industry's most sophisticated postal logistics programs for direct mail. Through its Mail-Gard® division, IWCO Direct also offers business continuity and disaster recovery services to protect against unexpected business interruptions, along with providing print and mail outsourcing services. IWCO Direct was named one of the largest direct mail production providers in North America, with the largest platform of continuous digital print technology and a growing direct marketing agency service. IWCO Direct's solutions enable customers to improve customer lifetime value, which, in turn, has led to longer customer relationships. The company is ISO/IEC 27001 Information Security Management System (ISMS) certified through BSI, reflecting its commitment to data security.
ModusLink 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. ModusLink 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, an expansive global footprint and world-class technology. ModusLink 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. ModusLink has an integrated network of strategically located facilities with sites in various countries, including numerous sites throughout North America, Europe and Asia.
Steel Connect, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands) |
|||||||
|
January 31,
|
|
July 31,
|
||||
|
(unaudited) |
|
|
||||
Assets: |
|||||||
Cash and cash equivalents |
$ |
87,649 |
|
|
$ |
75,887 |
|
Accounts receivable, trade, net |
86,455 |
|
|
93,072 |
|
||
Inventories, net |
13,942 |
|
|
15,354 |
|
||
Funds held for clients |
6,604 |
|
|
18,755 |
|
||
Prepaid expenses and other current assets |
24,680 |
|
|
20,475 |
|
||
Total current assets |
219,330 |
|
|
223,543 |
|
||
Property and equipment, net |
70,684 |
|
|
79,678 |
|
||
Goodwill |
257,128 |
|
|
257,128 |
|
||
Other intangible assets, net |
123,369 |
|
|
135,263 |
|
||
Operating lease right-of-use assets |
48,903 |
|
|
56,140 |
|
||
Other assets |
6,482 |
|
|
7,420 |
|
||
Total assets |
$ |
725,896 |
|
|
$ |
759,172 |
|
|
|
|
|
||||
Liabilities: |
|||||||
Accounts payable |
$ |
56,779 |
|
|
$ |
70,002 |
|
Accrued expenses |
111,251 |
|
|
111,380 |
|
||
Funds held for clients |
6,604 |
|
|
18,755 |
|
||
Current portion of long-term debt |
5,582 |
|
|
5,527 |
|
||
Current lease obligations |
13,246 |
|
|
14,318 |
|
||
Other current liabilities |
29,843 |
|
|
29,950 |
|
||
Total current liabilities |
223,305 |
|
|
249,932 |
|
||
Convertible note payable |
8,659 |
|
|
8,054 |
|
||
Long-term debt, excluding current portion |
362,638 |
|
|
365,468 |
|
||
Long-term lease obligations |
37,181 |
|
|
43,211 |
|
||
Other long-term liabilities |
11,186 |
|
|
8,509 |
|
||
Total liabilities |
642,969 |
|
|
675,174 |
|
||
|
|
|
|
||||
Contingently redeemable preferred stock |
35,180 |
|
|
35,180 |
|
||
|
|
|
|
||||
Total stockholders' equity |
47,747 |
|
|
48,818 |
|
||
|
|
|
|
||||
Total liabilities, contingently redeemable preferred stock and stockholders' equity |
$ |
725,896 |
|
|
$ |
759,172 |
|
Steel Connect, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited) |
|||||||||||||||||||||
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
2021 |
|
2020 |
|
Fav (Unfav) |
|
2021 |
|
2020 |
|
Fav (Unfav) |
||||||||||
Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products |
$ |
91,155 |
|
|
$ |
123,117 |
|
|
(26.0 |
)% |
|
$ |
196,863 |
|
|
$ |
256,120 |
|
|
(23.1 |
)% |
Services |
|
64,892 |
|
|
|
92,335 |
|
|
(29.7 |
)% |
|
|
129,118 |
|
|
|
184,485 |
|
|
(30.0 |
)% |
Total net revenue |
|
156,047 |
|
|
|
215,452 |
|
|
(27.6 |
)% |
|
|
325,981 |
|
|
|
440,605 |
|
|
(26.0 |
)% |
Cost of revenue |
|
120,197 |
|
|
|
170,203 |
|
|
29.4 |
% |
|
|
249,663 |
|
|
|
351,110 |
|
|
28.9 |
% |
Gross profit |
|
35,850 |
|
|
|
45,249 |
|
|
(20.8 |
)% |
|
|
76,318 |
|
|
|
89,495 |
|
|
(14.7 |
)% |
Gross profit margin |
|
23.0 |
% |
|
|
21.0 |
% |
|
|
|
|
23.4 |
% |
|
|
20.3 |
% |
|
|
||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative |
|
21,810 |
|
|
|
31,165 |
|
|
30.0 |
% |
|
|
48,668 |
|
|
|
53,392 |
|
|
8.8 |
% |
Amortization of intangible assets |
|
5,359 |
|
|
|
6,911 |
|
|
22.5 |
% |
|
|
11,894 |
|
|
|
14,188 |
|
|
16.2 |
% |
Total operating expenses |
|
27,169 |
|
|
|
38,076 |
|
|
28.6 |
% |
|
|
60,562 |
|
|
|
67,580 |
|
|
10.4 |
% |
Operating income |
|
8,681 |
|
|
|
7,173 |
|
|
21.0 |
% |
|
|
15,756 |
|
|
|
21,915 |
|
|
(28.1 |
)% |
Total other expense |
|
(9,986 |
) |
|
|
(9,542 |
) |
|
(4.7 |
)% |
|
|
(19,808 |
) |
|
|
(18,137 |
) |
|
(9.2 |
)% |
(Loss) income before income taxes |
|
(1,305 |
) |
|
|
(2,369 |
) |
|
44.9 |
% |
|
|
(4,052 |
) |
|
|
3,778 |
|
|
(207.3 |
)% |
Income tax expense |
|
891 |
|
|
|
1,188 |
|
|
25.0 |
% |
|
|
1,695 |
|
|
|
2,543 |
|
|
33.3 |
% |
Net (loss) income |
|
(2,196 |
) |
|
|
(3,557 |
) |
|
38.3 |
% |
|
|
(5,747 |
) |
|
|
1,235 |
|
|
(565.3 |
)% |
Less: Preferred dividends on redeemable preferred stock |
|
(530 |
) |
|
|
(531 |
) |
|
0.2 |
% |
|
|
(1,067 |
) |
|
|
(1,067 |
) |
|
— |
% |
Net (loss) income attributable to common stockholders |
$ |
(2,726 |
) |
|
$ |
(4,088 |
) |
|
33.3 |
% |
|
$ |
(6,814 |
) |
|
$ |
168 |
|
|
(4,156.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net (loss) earnings per share attributable to common stockholders |
$ |
(0.04 |
) |
|
$ |
(0.07 |
) |
|
|
|
$ |
(0.11 |
) |
|
$ |
0.00 |
|
|
|
||
Diluted net (loss) earnings per share attributable to common stockholders |
$ |
(0.04 |
) |
|
$ |
(0.07 |
) |
|
|
|
$ |
(0.11 |
) |
|
$ |
0.00 |
|
|
|
||
Weighted average common shares used in: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share |
|
62,028 |
|
|
|
61,538 |
|
|
|
|
|
61,961 |
|
|
|
61,469 |
|
|
|
||
Diluted (loss) earnings per share |
|
62,028 |
|
|
|
61,538 |
|
|
|
|
|
61,961 |
|
|
|
61,482 |
|
|
|
Steel Connect, Inc. and Subsidiaries Segment Data (in thousands) (unaudited) |
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
Net revenue: |
|
|
|
|
|
|
|
||||||||
Direct Marketing |
$ |
91,155 |
|
|
$ |
123,117 |
|
|
$ |
196,863 |
|
|
$ |
256,120 |
|
Supply Chain |
|
64,892 |
|
|
|
92,335 |
|
|
|
129,118 |
|
|
|
184,485 |
|
|
$ |
156,047 |
|
|
$ |
215,452 |
|
|
$ |
325,981 |
|
|
$ |
440,605 |
|
Operating income: |
|
|
|
|
|
|
|
||||||||
Direct Marketing |
$ |
5,769 |
|
|
$ |
4,217 |
|
|
$ |
10,706 |
|
|
$ |
15,420 |
|
Supply Chain |
|
4,957 |
|
|
|
5,763 |
|
|
|
10,108 |
|
|
|
12,273 |
|
Total segment operating income |
|
10,726 |
|
|
|
9,980 |
|
|
|
20,814 |
|
|
|
27,693 |
|
Corporate-level activity |
|
(2,045 |
) |
|
|
(2,807 |
) |
|
|
(5,058 |
) |
|
|
(5,778 |
) |
Total operating income |
|
8,681 |
|
|
|
7,173 |
|
|
|
15,756 |
|
|
|
21,915 |
|
Total other expense |
|
(9,986 |
) |
|
|
(9,542 |
) |
|
|
(19,808 |
) |
|
|
(18,137 |
) |
(Loss) income before income taxes |
$ |
(1,305 |
) |
|
$ |
(2,369 |
) |
|
$ |
(4,052 |
) |
|
$ |
3,778 |
|
Steel Connect, Inc. and Subsidiaries Reconciliation of Non-GAAP Measures to GAAP Measures (in thousands) (unaudited) |
|||||||||||||||
EBITDA and Adjusted EBITDA Reconciliations: |
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
Net (loss) income |
$ |
(2,196 |
) |
|
$ |
(3,557 |
) |
|
$ |
(5,747 |
) |
|
$ |
1,235 |
|
|
|
|
|
|
|
|
|
||||||||
Interest income |
|
— |
|
|
|
(14 |
) |
|
|
(20 |
) |
|
|
(30 |
) |
Interest expense |
|
7,825 |
|
|
|
8,733 |
|
|
|
15,648 |
|
|
|
17,902 |
|
Income tax expense |
|
891 |
|
|
|
1,188 |
|
|
|
1,695 |
|
|
|
2,543 |
|
Depreciation |
|
5,337 |
|
|
|
5,785 |
|
|
|
11,117 |
|
|
|
11,374 |
|
Amortization of intangible assets |
|
5,359 |
|
|
|
6,911 |
|
|
|
11,894 |
|
|
|
14,188 |
|
EBITDA |
|
17,216 |
|
|
|
19,046 |
|
|
|
34,587 |
|
|
|
47,212 |
|
|
|
|
|
|
|
|
|
||||||||
Strategic consulting and other related professional fees |
|
102 |
|
|
|
— |
|
|
|
165 |
|
|
|
— |
|
Executive severance and employee retention |
|
— |
|
|
|
62 |
|
|
|
— |
|
|
|
372 |
|
Restructuring and restructuring-related expense |
|
37 |
|
|
|
922 |
|
|
|
1,218 |
|
|
|
922 |
|
Share-based compensation |
|
158 |
|
|
|
196 |
|
|
|
346 |
|
|
|
372 |
|
Loss on sale of long-lived assets |
|
37 |
|
|
|
8 |
|
|
|
40 |
|
|
|
38 |
|
Unrealized foreign exchange losses, net |
|
2,712 |
|
|
|
371 |
|
|
|
4,773 |
|
|
|
561 |
|
Other non-cash (gains) losses, net |
|
(314 |
) |
|
|
36 |
|
|
|
(10 |
) |
|
|
(58 |
) |
Adjustments related to certain tax liabilities |
|
1,263 |
|
|
|
1,891 |
|
|
|
2,628 |
|
|
|
(4,054 |
) |
Adjusted EBITDA |
$ |
21,211 |
|
|
$ |
22,532 |
|
|
$ |
43,747 |
|
|
$ |
45,365 |
|
|
|
|
|
|
|
|
|
||||||||
Net revenue |
$ |
156,047 |
|
|
$ |
215,452 |
|
|
$ |
325,981 |
|
|
$ |
440,605 |
|
Adjusted EBITDA margin |
|
13.6 |
% |
|
|
10.5 |
% |
|
|
13.4 |
% |
|
|
10.3 |
% |
Free Cash Flow Reconciliation: |
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
Net cash (used in) provided by operating activities |
$ |
(20,541 |
) |
|
$ |
(7,537 |
) |
|
$ |
5,186 |
|
|
$ |
14,873 |
|
Additions to property and equipment |
|
(1,101 |
) |
|
|
(6,298 |
) |
|
|
(2,160 |
) |
|
|
(10,370 |
) |
Free cash flow |
$ |
(21,642 |
) |
|
$ |
(13,835 |
) |
|
$ |
3,026 |
|
|
$ |
4,503 |
|
Net Debt Reconciliation: |
|||||||
|
January 31,
|
|
July 31,
|
||||
Total debt, net |
$ |
376,879 |
|
|
$ |
379,049 |
|
Unamortized discounts and issuance costs |
|
7,033 |
|
|
|
7,863 |
|
Cash and cash equivalents |
|
(87,649 |
) |
|
|
(75,887 |
) |
Net debt |
$ |
296,263 |
|
|
$ |
311,025 |
|
Note Regarding Use of Non-GAAP Financial Measurements
In addition to the financial measures prepared in accordance with generally accepted accounting principles, the Company uses EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt, non-GAAP financial measures, to assess its performance. EBITDA represents earnings (loss) before interest income, interest expense, income tax expense, depreciation and amortization of intangible assets. We define Adjusted EBITDA as net income (loss) excluding net charges related to interest income, interest expense, income tax expense, depreciation, amortization of intangible assets, strategic consulting and other related professional fees, executive severance and employee retention, restructuring and restructuring-related expense, share-based compensation, (gain) loss on sale of long-lived assets, impairment of long-lived assets, unrealized foreign exchange (gains) losses, net, other non-cash (gains) losses, net, adjustments related to certain tax liabilities and (gains) losses on investments in affiliates. The Company defines Free Cash Flow as net cash provided by (used in) operating activities less additions to property and equipment, and defines Net Debt as the sum of total debt, excluding reductions for unamortized discounts and issuance costs, less cash and cash equivalents.
We believe that providing these non-GAAP measurements to investors is useful, as these measures provide important supplemental information of our performance to investors and permit investors and management to evaluate the operating performance of our business. These measures provide useful supplemental information to management and investors regarding our operating results as they exclude certain items whose fluctuation from period-to-period do not necessarily correspond to changes in the operating results of our business. We use EBITDA and Adjusted EBITDA in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our Board of Directors, determining a component of certain incentive compensation for executive officers and other key employees based on operating performance, determining compliance with certain covenants in the Company's credit facilities, and evaluating short-term and long-term operating trends in our core business segments. We use Free Cash Flow to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe it is a useful measure of cash flows since purchases of property and equipment are a necessary component of ongoing operations, and similar to the use of Net Debt, assists management with its capital planning and financing considerations.
We believe that these non-GAAP financial measures assist in providing an enhanced understanding of our underlying operational measures to manage our core businesses, to evaluate performance compared to prior periods and the marketplace, and to establish operational goals. Further, we believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. These non-GAAP financial measures should not be considered in isolation or as a substitute for financial information provided in accordance with U.S. GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies.
Some of the limitations of EBITDA and Adjusted EBITDA include:
- EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
- EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
- EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;
- EBITDA and Adjusted EBITDA do not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;
- although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and
- other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.
In addition, Net Debt assumes the Company's cash and cash equivalents can be used to reduce outstanding debt without restriction, while Free Cash Flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures and excludes the Company's remaining investing activities and financing activities, including the requirement for principal payments on the Company's outstanding indebtedness.
See reconciliations of these non-GAAP measures to the most directly comparable GAAP measures included in the financial tables of this release.
Net Operating Loss Carryforwards
The Company's Restated Certificate of Incorporation includes provisions designed to protect the tax benefits of the Company's net operating loss carryforwards by preventing certain transfers of our securities that could result in an "ownership change" (as defined under Section 382 of the Internal Revenue Code). Pursuant to the tax plan and subject to certain exceptions, if a stockholder (or group) becomes a 4.99-percent stockholder after adoption of the tax plan, certain rights attached to each outstanding share of our common stock would generally become exercisable and entitle stockholders (other than the new 4.99-percent stockholder or group) to purchase additional shares of the Company at a significant discount, resulting in substantial dilution in the economic interest and voting power of the new 4.99-percent stockholder (or group). In addition, under certain circumstances in which the Company is acquired in a merger or other business combination after an non-exempt stockholder (or group) becomes a new 4.99-percent stockholder, each holder of a right (other than the new 4.99-percent stockholder or group) would then be entitled to purchase shares of the acquiring company's common stock at a discount. For further discussion of the Company's tax benefits preservation plan, please see the Company's filings with the SEC.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this release that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This release contains forward-looking statements pertaining to, but not limited to, information with respect to a proposed transaction between the Company and Steel Holdings. All statements other than statements of historical fact, including without limitation, those with respect to the Company's goals, plans, expectations and strategies set forth herein are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: client or program losses; fluctuations in demand for our products and services; general economic conditions and public health crises (such as the ongoing coronavirus outbreak); demand variability with clients to which the Company sells on a purchase order basis rather than pursuant to contracts with minimum purchase requirements; risks inherent with conducting international operations; the Company's ability to execute on its business strategy and to achieve anticipated synergies and benefits from business acquisitions, including any cost reduction plans and the continued and increased demand for and market acceptance of its services, which could negatively affect the Company's ability to meet its revenue, operating income and cost savings targets, maintain and improve its cash position, expand its operations and revenue, lower its costs, improve its gross margins, reach and sustain profitability, reach its long-term objectives and operate optimally; increased competition and technological changes in the markets in which the Company competes; failure to realize expected benefits of restructuring and cost-cutting actions; difficulties integrating technologies, operations and personnel in accordance with the Company's business strategy; loss of essential employees or an inability to recruit and retain personnel; the Company's ability to preserve and monetize its net operating losses; failure to settle disputes and litigation on terms favorable to the Company; failure to maintain compliance with NASDAQ's continued listing requirements; the Company's ability to repay indebtedness and potential adverse effects from the phase-out of LIBOR; and the Company's ability to negotiate and consummate the proposed transaction with Steel Holdings. For a detailed discussion of cautionary statements and risks that may affect the Company's future results of operations and financial results, please refer to the Company's filings with the SEC, including, but not limited to, the risk factors in the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2020. These filings are available on the Company's Investor Relations website under the "SEC Filings" tab.
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
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