29-Oct-2021

Steel Connect Reports Fourth Quarter Financial Results

Fourth Quarter 2021 Results

Net revenue totaled $136.0 million, as compared to $164.9 million in the prior year
Net loss was $11.0 million, as compared to net loss of $0.4 million in the prior year
Net loss attributable to common stockholders was $11.6 million, as compared to net loss of $0.9 million in the prior year
Adjusted EBITDA^* was $7.1 million, as compared to $24.9 million in the prior year
Net cash provided by operating activities was $2.1 million
Free Cash Flow^* totaled $1.3 million
Total debt, net of unamortized discounts and issuance costs, was $373.1 million; Net Debt^* totaled $282.3 million

Fiscal Year 2021 Financial Results

Net revenue totaled $613.8 million, as compared to $782.8 million in the prior year
Net loss was $44.4 million, as compared to net loss of $5.3 million in the prior year
Net loss attributable to common stockholders was $46.5 million, as compared to net loss of $7.4 million in the prior year
Adjusted EBITDA^* was $67.3 million, as compared to $86.9 million in the prior year
Net cash provided by operating activities was $23.1 million
Free Cash Flow^* totaled $19.5 million

SMYRNA, Tenn.--(BUSINESS WIRE)--Steel Connect, Inc. (the "Company") (NASDAQ: STCN) today announced financial results for its fourth quarter and fiscal year ended July 31, 2021.

“In the Direct Marketing segment, we are implementing our previously announced Competitive Improvement Plan which will allow us to expand services, improve production, and reduce overall production costs,” said Interim Chief Executive Officer and Executive Chairman Warren Lichtenstein. “In the Supply Chain business, we are seeing reduced volume due to supply chain shortages, however, we are pursuing growth opportunities with both existing and new customers. Overall, we remain focused on building significant, long-term value for all shareholders.”

The Company's acquisition proposal special committee, comprised of independent directors, is still evaluating the proposed transaction contemplated in the expression of interest from Steel Partners Holdings L.P., ("Steel Partners") to acquire all of the outstanding shares of the Company's common stock not already owned by Steel Partners or its affiliates.

	Three Months Ended July 31,						Fiscal Year Ended July 31,
	2021			2020			2021			2020
	(in thousands)
Net revenue	$	136,000		$	164,857		$	613,766		$	782,813
Net loss	(11,015)			(360)			(44,391)			(5,284)
Net loss attributable to common stockholders	(11,558)			(897)			(46,520)			(7,413)
Adjusted EBITDA^*	7,061			24,872			67,280			86,931
Adjusted EBITDA margin^*	5.2		%	15.1		%	11.0		%	11.1		%
Net cash provided by operating activities	2,055			11,573			23,067			71,624
Additions to property and equipment	(796)			(593)			(3,615)			(12,070)
Free cash flow^*	1,259			10,980			19,452			59,554

*	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.

Results of Operations

*Comparison of the Fourth Quarter and Fiscal Year Ended July 31, 2021 and 2020*

	Three Months Ended July 31,						Fiscal Year Ended July 31,
	2021			2020			2021			2020
	(unaudited, $ in thousands)
Net revenue:
Direct Marketing	$	88,296		$	89,956		$	387,510		$	444,360
Supply Chain	47,704			74,901			226,256			338,453
Total net revenue	136,000			164,857			613,766			782,813
Cost of revenue	114,952			124,863			484,153			619,854
Gross profit margin	15.5		%	24.3		%	21.1		%	20.8		%
Selling, general and administrative	26,455			23,997			96,528			103,261
Goodwill impairment charge	—			—			25,658			—
Amortization of intangible assets	4,182			6,536			20,258			27,255
Interest expense	7,735			7,544			31,139			33,969
All other (income) expense, net	(5,205		)	388			(1,190		)	(2,159		)
Total costs and expenses	33,167			38,465			172,393			162,326
(Loss) income before income taxes	(12,119		)	1,529			(42,780		)	633
Income tax (benefit) expense	(1,104		)	1,889			1,611			5,917
Net loss	$	(11,015	)	$	(360	)	$	(44,391	)	$	(5,284	)

Net Revenue

Consolidated net revenue for the fourth quarter decreased $28.9 million, or 17.5%, as compared to the same period in the prior fiscal year. Direct Marketing segment net revenue for the fourth quarter decreased by approximately $1.7 million as compared with the prior fiscal year. Direct Marketing segment net revenue decreased primarily due to lower customer demand. Supply Chain net revenue for the fourth quarter decreased by approximately $27.2 million as compared with the same period in the prior fiscal year. Supply Chain net revenue decreased by: (1) approximately $16.4 million due to lower volume from client exits and (2) approximately $7.8 million due to lower client volume associated with the global market shortage of semiconductor and other electrical component supplies.

Consolidated net revenue for the fiscal year ended July 31, 2021 decreased $169.0 million, or 21.6%, as compared to the same period in the prior year. Direct Marketing net revenue for the fiscal year ended July 31, 2021 decreased by approximately $56.9 million as compared with the prior fiscal year. Direct Marketing segment net revenue decreased by: (1) approximately $36.2 million due to lower volume from client exits and (2) approximately $20.7 million due to overall lower customer demand. The client exits in the year ended July 31, 2021 are expected to result in further decreases of Direct Marketing’s net revenue for the fiscal year ending July 31, 2022. Supply Chain net revenue for the fiscal year ended July 31, 2021 decreased by approximately $112.2 million as compared with the prior fiscal year. Supply Chain net revenue decreased by: (1) approximately $60.0 million due to lower volume from client exits and (2) approximately $52.2 million due to lower client volume associated with the global market shortage of semiconductor and other electrical component supplies.

Cost of Revenue

Consolidated cost of revenue for the fourth quarter decreased $9.9 million, or 7.9%, as compared to the same period in the prior year, primarily due to lower labor and material costs as a result of the decrease in revenue. Direct Marketing’s cost of revenue increased by $9.2 million for the fourth quarter, as compared to the prior fiscal year, primarily due to increased labor, material, and outsourcing costs driven by changes in customer work mix and formats. The Direct Marketing segment's gross margin percentage decreased by 1,179 basis points to 14.3% for the fourth quarter, as compared to 26.1% for the same period in the prior year primarily due to changes in customer mix and the competitive pricing pressures within the marketplace. Supply Chain’s cost of revenue decreased by $19.1 million during the fourth quarter, as compared to the prior fiscal year. The decrease was primarily due to lower material and labor costs due to lower sales volume. The Supply Chain segment's gross margin percentage decreased by 441 basis points to 17.6% for the fourth quarter, as compared to 22.0% for the same period in the prior year, primarily due to lower volume as compared to fixed cost.

Consolidated cost of revenue for the fiscal year ended July 31, 2021 decreased $135.7 million, or 21.9%, as compared to the same period in the prior year, primarily due to lower labor and material costs as a result of the decrease in revenue. Direct Marketing’s cost of revenue decreased by $39.6 million for the fiscal year ended July 31, 2021, as compared to the prior fiscal year, primarily due to lower material and labor costs as a result of lower sales volume. The Direct Marketing segment's gross margin percentage decreased by 120 basis points to 21.1% for the fiscal year ended July 31, 2021, as compared to 22.3% for the fiscal year ended July 31, 2020 primarily due to changes in customer mix and the competitive pricing pressures within the marketplace. Supply Chain’s cost of revenue decreased by $96.1 million during the fiscal year ended July 31, 2021, as compared to the prior fiscal year. The decrease was primarily due to lower material and labor costs due to lower sales volume. The Supply Chain segment's gross margin percentage increased by 230 basis points to 21.1% for the fiscal year ended July 31, 2021, as compared to 18.8% for the fiscal year ended July 31, 2020, primarily due to improved sales mix towards higher margin services.

Selling, General and Administrative

Consolidated selling, general and administrative expenses for the fiscal quarter ended July 31, 2021 increased $2.5 million, or 10.2%, as compared to the same period in the prior year. Selling, general and administrative expenses for the Direct Marketing segment decreased $2.4 million, as compared to the same period in the prior year, primarily to decreases in most expense categories as a result of the Company's COVID-19 pandemic response, as well as a reduction in certain tax-related liabilities. Selling, general and administrative expenses for the Supply Chain segment increased $3.8 million, as compared to the same period in the prior year, primarily due to an increase in costs associated with the information technology function and restructuring, offset partially by a decrease in compensation costs. Selling, general and administrative expenses for Corporate increased $1.1 million, as compared to the same period in the prior year, primarily due to professional fees.

Consolidated selling, general and administrative expenses for the fiscal year ended July 31, 2021 decreased $6.7 million, or 6.5%, as compared to the same period in the prior year. Selling, general and administrative expenses for the Direct Marketing segment decreased $11.7 million, as compared to the same period in the prior year, primarily due to lower employee-related costs, sales and marketing, and other expenses. Selling, general and administrative expenses for the Supply Chain segment increased $5.1 million, as compared to the same period in the prior year, primarily due to an increase in costs associated with the information technology function, offset partially by a decrease in compensation costs.

Goodwill Impairment Charge

During the three months ended April 30, 2021, the Company recorded a non-cash pre-tax goodwill impairment charge of $25.7 million for the Direct Marketing segment. The Company did not record any impairment charge during the quarter ended July 31, 2021 or in the quarter and fiscal year ended July 31, 2020.

Amortization of Intangible Assets

Amortization of intangibles assets for the fourth quarter decreased $2.4 million, or 36.0%, as compared to the same period in the prior year. Amortization of intangibles assets for the fiscal year ended July 31, 2021 decreased $7.0 million, or 25.7%, as compared to the same period in the prior year. Amortization expense decreased in both periods as our trademarks and tradenames were fully amortized as of December 2020, and our customer relationships are amortized using an accelerated method.

Interest Expense

Interest expense for the fourth quarter increased $0.2 million, or 2.5%, as compared to the same period in the prior year. Interest expense for the fiscal year ended July 31, 2021 decreased $2.8 million, or 8.3%, as compared to the same period in the prior year. Interest expense in the fiscal year ended July 31, 2021 is lower primarily due to lower average outstanding debt balances compared to the prior fiscal year

All Other (Income) Expenses, Net

All other (income) expenses, net is primarily composed of the derecognition of accrued pricing liabilities and foreign exchange gains and losses. The Company derecognized $3.2 million of accrued pricing liabilities during the fiscal quarter and year ended July 31, 2021, as compared $0.8 million during the same period in the prior year. The Company recorded $1.9 million of foreign exchange losses during the fiscal year ended July 31, 2021, as compared to $0.9 million of foreign exchange gains in the same period in the prior year. The Company recorded $1.7 million of foreign exchange gains during the three months ended July 31, 2021, as compared to $1.5 million of foreign exchange losses in the same period in the prior year.

Income Tax (Benefit) Expense

Income tax benefit for the fourth quarter was $1.1 million, as compared to an expense of $1.9 million for the same period in the prior year. Income tax expense for the fiscal year ended July 31, 2021 decreased $4.3 million, or 72.8%, as compared to the same period in the prior year. The decrease in income tax expense for both periods was primarily due to lower taxable income in foreign jurisdictions.

Additions to Property and Equipment (Capital Expenditures)

Capital expenditures for the fourth quarter totaled $0.8 million, or 0.6% of net revenue, as compared to $0.6 million, or 0.4% of net revenue, for the same period in the prior year. Capital expenditures for the fiscal year ended July 31, 2021 totaled $3.6 million, or 0.6% of net revenue, as compared to $12.1 million, or 1.5% of net revenue, for the same period in the prior year. The decrease in capital expenditures for both periods in the current fiscal year was primarily due to reduced discretionary spending in response to the COVID-19 pandemic.

Adjusted EBITDA

Adjusted EBITDA decreased $17.8 million, or 71.6%, for the fourth quarter and decreased $19.7 million, or 22.6%, for the fiscal year ended July 31, 2021, each as compared to the same period in the prior year, primarily due to reduced gross profit in both periods, offset partially by a reduction in certain operating expenses for the full fiscal year.

Liquidity and Capital Resources

As of July 31, 2021, the Company had cash and cash equivalents of $96.9 million. As of July 31, 2021, IWCO Direct and ModusLink had readily available borrowing capacities of $25.0 million and $8.7 million, respectively, under their credit facilities.

As of July 31, 2021, total debt outstanding, net of unamortized discounts and issuance costs, was $373.1 million, which was comprised of a $364.3 million term loan due December 15, 2022 and $14.9 million outstanding on the 7.50% Convertible Senior Note due March 1, 2024, less associated unamortized discounts and issuance costs. Our ability to refinance the term loan will depend on the capital and credit markets and our financial condition at such time.

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 is a provider of data-driven marketing solutions, driving response across all marketing channels and measurable improvements to its customers’ return on marketing investment. With a more than 50-year legacy of printing and mailing services, IWCO Direct's full range of expanded marketing services includes strategy, creative services, and execution for omnichannel marketing campaigns, along with one of the industry's most sophisticated postal logistics strategies for direct mail. Through Mail-Gard®, IWCO Direct offers business continuity and disaster recovery services to protect against unexpected business interruptions, along with providing print and mail outsourcing services. IWCO Direct's services include: (a) development of direct mail and omnichannel marketing strategies, (b) creative services to design direct mail, email, and online marketing, (c) printing and compiling of direct mail pieces into envelopes ready for mailing, (d) commingling services to sort mail produced for various customers by destination to achieve optimized postal savings, and (e) business continuity and disaster recovery services for critical communications to protect against unexpected business interruptions. The major markets served by IWCO Direct include financial services, multiple-system operators ("MSO") (cable or direct-broadcast satellite TV systems), insurance, as well as subscription/services, healthcare, travel/hospitality, retail, not-for-profit, and others. Direct mail is a critical piece of marketing for most of IWCO Direct’s clients, who use direct mail to acquire new customers, deepen the sales cycle, and maintain customer loyalty. Management believes that direct mail will remain an important part of its customers' strategy for the foreseeable future, based on its proven ability to enhance results when used as part of an omnichannel marketing strategy.

ModusLink is an end-to-end global supply chain solutions and e-commerce provider 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 in various countries, including numerous sites throughout North America, Europe and Asia.

– Financial Tables Follow –


Steel Connect, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands)

	July 31, 2021		July 31, 2020
Assets:
Cash and cash equivalents	$	96,931	$	75,887
Accounts receivable, trade, net	69,805		93,072
Inventories, net	16,228		15,354
Funds held for clients	8,212		18,755
Prepaid expenses and other current assets	22,222		20,475
Total current assets	213,398		223,543
Property and equipment, net	58,862		79,678
Goodwill	231,470		257,128
Other intangible assets, net	115,005		135,263
Operating lease right-of-use assets	50,836		56,140
Other assets	6,810		7,420
Total assets	$	676,381	$	759,172

Liabilities:
Accounts payable	$	55,517	$	70,002
Accrued expenses	106,871		111,380
Funds held for clients	8,212		18,755
Current portion of long-term debt	5,602		5,527
Current lease obligations	13,690		14,318
Other current liabilities	28,101		29,950
Total current liabilities	217,993		249,932
Convertible note payable	9,343		8,054
Long-term debt, excluding current portion	358,189		365,468
Long-term lease obligations	38,927		43,211
Other long-term liabilities	10,537		8,509
Total liabilities	634,989		675,174

Contingently redeemable preferred stock	35,180		35,180

Total stockholders' equity	6,212		48,818

Total liabilities, contingently redeemable preferred stock and stockholders' equity	$	676,381	$	759,172


Steel Connect, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share amounts)

	Three Months Ended July 31,								Fiscal Year Ended July 31,
	2021			2020			Fav (Unfav)		2021			2020			Fav (Unfav)
	(Unaudited)
Net revenue:
Direct Marketing	$	88,296		$	89,956		(1.8	)%	$	387,510		$	444,360		(12.8	)%
Supply Chain	47,704			74,901			(36.3	)%	226,256			338,453			(33.1	)%
Total net revenue	136,000			164,857			(17.5	)%	613,766			782,813			(21.6	)%
Cost of revenue	114,952			124,863			7.9	%	484,153			619,854			21.9	%
Gross profit	21,048			39,994			(47.4	)%	129,613			162,959			(20.5	)%
Gross profit margin	15.5		%	24.3		%			21.1		%	20.8		%
Operating expenses:
Selling, general and administrative	26,455			23,997			(10.2	)%	96,528			103,261			6.5	%
Goodwill impairment charge	—			—			—	%	25,658			—			(100.0	)%
Amortization of intangible assets	4,182			6,536			36.0	%	20,258			27,255			25.7	%
Total operating expenses	30,637			30,533			(0.3	)%	142,444			130,516			(9.1	)%
Operating (loss) income	(9,589		)	9,461			(201.4	)%	(12,831		)	32,443			(139.5	)%
Total other expense	(2,530		)	(7,932		)	68.1	%	(29,949		)	(31,810		)	5.9	%
(Loss) income before income taxes	(12,119		)	1,529			892.6	%	(42,780		)	633			(6,858.3	)%
Income tax (benefit) expense	(1,104		)	1,889			158.4	%	1,611			5,917			72.8	%
Net loss	(11,015		)	(360		)	(2,959.7	)%	(44,391		)	(5,284		)	740.1	%
Less: Preferred dividends on redeemable preferred stock	(543		)	(537		)	(1.1	)%	(2,129		)	(2,129		)	—	%
Net loss attributable to common stockholders	$	(11,558	)	$	(897	)	(1,188.5	)%	$	(46,520	)	$	(7,413	)	(527.5	)%

Basic and diluted net loss per share attributable to common stockholders	$	(0.18	)	$	(0.01	)			$	(0.75	)	$	(0.12	)
Weighted average common shares used in basic and diluted loss per share	62,321			61,826					62,142			61,644


Steel Connect, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in thousands)

	Fiscal Year Ended July 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(44,391	)	$	(5,284	)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation	23,289			23,075
Amortization of intangible assets	20,258			27,255
Amortization of deferred financing costs	571			435
Accretion of debt discount	1,290			622
Impairment of goodwill	25,658			—
Impairment of long-lived assets	498			—
Share-based compensation	591			720
Non-cash lease expense	14,186			14,263
Other losses (gains), net	439			(2,098		)
Changes in operating assets and liabilities:
Accounts receivable, net	23,505			20,305
Inventories, net	(722		)	8,510
Prepaid expenses and other current assets	(1,823		)	12,396
Accounts payable and accrued expenses	(19,201		)	(17,464		)
Refundable and accrued income taxes, net	(1,242		)	(630		)
Other assets and liabilities	(19,839		)	(10,481		)
Net cash provided by operating activities	23,067			71,624
Cash flows from investing activities:
Additions of property and equipment	(3,615		)	(12,070		)
Proceeds from the disposition of property and equipment	289			21
Proceeds from the sale of available-for-sale securities	—			163
Net cash used in investing activities	(3,326		)	(11,886		)
Cash flows from financing activities:
Proceeds from the Cerberus revolving facility	—			19,000
Payments on the Cerberus revolving facility	—			(25,000		)
Long-term debt repayments	(7,642		)	(3,154		)
Preferred dividend payments	(2,129		)	(2,135		)
Payment of debt financing costs	—			(914		)
Repayments on capital lease obligations	(70		)	(100		)
Proceeds from issuance of common stock	4			19
Net cash used in financing activities	(9,837		)	(12,284		)
Net effect of exchange rate changes on cash, cash equivalents and restricted cash	597			1,124
Net increase in cash, cash equivalents and restricted cash	10,501			48,578
Cash, cash equivalents and restricted cash, beginning of period	94,642			46,064
Cash, cash equivalents and restricted cash, end of period	$	105,143		$	94,642


Steel Connect, Inc. and Subsidiaries Segment Data (in thousands)

	Three Months Ended July 31,						Fiscal Year Ended July 31,
	2021			2020			2021			2020
	(Unaudited)
Net revenue:
Direct Marketing	$	88,296		$	89,956		$	387,510		$	444,360
Supply Chain	47,704			74,901			226,256			338,453
	$	136,000		$	164,857		$	613,766		$	782,813
Operating (loss) income:
Direct Marketing	$	(5,483	)	$	561		$	(11,261	)	$	12,940
Supply Chain	(2,747		)	9,144			6,827			27,952
Total segment operating (loss) income	(8,230		)	9,705			(4,434		)	40,892
Corporate-level activity	(1,359		)	(244		)	(8,397		)	(8,449		)
Total operating (loss) income	(9,589		)	9,461			(12,831		)	32,443
Total other expense	(2,530		)	(7,932		)	(29,949		)	(31,810		)
(Loss) income before income taxes	$	(12,119	)	$	1,529		$	(42,780	)	$	633

Contacts

Investor Relations Contact
Jennifer Golembeske
914-461-1276
investorrelations@steelconnectinc.com

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Last Updated: 01-Nov-2021