Staffing 360 Solutions Inc (STAF) 2021 Q4 法說會逐字稿

Good day, and welcome to the Staffing 360 Solutions year-end results conference call. Today's conference is being recorded.

At this time, I would like to turn the conference over to Terri MacInnis, VP of IR at Bibicoff & Macinnis. Please go ahead.

Thank you, operator. Greetings to all and welcome to the Staffing 360 Solutions Fiscal Q4 Year-End 2021 Results Conference Call. (Operator Instructions)

As a reminder, this call is being recorded. This conference call will contain forward-looking statements within the meaning of the U.S. federal securities laws concerning Staffing 360 Solutions, Inc. The forward-looking statements are subject to a number of significant risks and uncertainties, and actual results may differ materially. Please refer to the company's filings with the SEC, which contain and identify important risks and other factors that may cause Staffing 360 Solutions actual results to differ from those contained in our forward-looking statements.

All forward-looking statements are made as of today, June 30, 2022, and Staffing 360 Solutions expressly disclaims any obligation to revise or to update any forward-looking statement after the date of this conference call.

During these prepared remarks, the company may make reference to certain non-GAAP measures such as adjusted EBITDA. Where applicable, we have provided reconciliations of these non-GAAP measures to the most directly comparable GAAP measure.

It is now my pleasure to introduce Brendan Flood, Chairman, President and Chief Executive Officer of Staffing 360 Solutions. Brendan, please begin.

Thank you, Terri, and welcome to everyone who has joined us for Staffing 360 Solutions Fiscal Q4 and 2021 year-end financial results conference call. I'm joined today by Khalid Anwar, our Principal Accounting and Principal Financial Officer. Our much delayed audit is now completed, and I'm pleased to speak to you today to briefly review last year's results and our plans for improving upon them and then spend time talking about the brighter horizon before us, after our accretive acquisition in May of Headway Workforce Solutions.

Headway brings approximately $85 million of revenue and the leading-edge proprietary technological platform and delivery methodology critical to the future of National Human Capital Management. Headway sits within our Professional Staffing U.S. business stream, but we'll also work closely with our Commercial Staffing business stream. We view Headway as an important value creator for shareholders as it supports and accelerates both our business model and our growth strategy. Although it seems like ancient history now, I think it's worth noting that we successfully navigated the ongoing social and economic vagaries of 2021 and are making our way through those similar conditions in 2022. We've maintained our focus to make the hard choices to continue to position our company for future growth and success. And we now have a materially improving outlook for 2022, and improved by our recent acquisition of Headway Workforce Solutions.

We continue to make progress across a number of important metrics throughout the fourth quarter of the year, and are now positioned for a particularly strong second half of 2022. There is no doubt about it, 2021 was certainly a challenging year for our industry and for us in particular. We adapted and reacted to the band flow of business and to the differing recovery phases in our markets. We particularly benefited from our early swift and strong reorganization at the onset of the pandemic. The lowered overall spending by the company, the capital raise is improving our balance sheet and subsequent meaningful debt reduction. These factors and others combine to leave us optimistic about our ability to deliver materially improved results in 2022.

We remain optimistic based on our internal progress and the road map ahead. Both are bolstered by the economic recovery advancements in the United States and the United Kingdom although we are closely watching the impact of inflationary pressures in both markets. I'm pleased to note that we still see a considerable and increasing pipeline of opportunities in the Staffing industry and M&A deal flow remains active.

And of course, as always, an essential and significant priority for us is the continued well-being of our staff, contractors and clients. We nurture our company culture by continuing to lead with values and lead with a shared purpose. The format of our call today will begin with my brief overview of our financial results, with Khalid providing more detail on the financials.

After that, I'll discuss the many reasons for my confidence in the business outlook for both Staffing 360 and our industry into 2022 and beyond. I will then address the questions which were submitted to us via e-mail. As outlined in Monday's news release, revenue for 2021 was $197.8 million, a drop of 3.3% year-on-year but slightly up when excluding firstPRO, which was disposed of in September 2020.

Gross profit was down 2.7% at $33.9 million but improved by 8.6% when firstPRO is excluded. Net income improved by $23.8 million year-on-year, greatly enhanced by the forgiveness of 4 PPP loans amounting to $19.6 million, including interest. Another strong contributor to bottom line improvement was the reduction in our debt burden. We have continued to reduce our nonreceivables debt and redeemable preference shares, which were approximately $72.3 million in June 2020, down to $9.5 million at the end of 2021 year. As a consequence, our interest burden reduced from $7.2 million in 2020 to $3.9 million in 2021. Overall, we continue to have work to do and are armed with a realistic plan to achieve cash flow breakeven and to demonstrate our persistent ability to change, adapt, grow and prepare for future success.

With that, I will hand the call over to Khalid Anwar, our Principal Financial and Accounting Officer for a further financial update. Khalid?

Thank you, Brendan, and good morning, everyone. For the full year fiscal 2021, revenues of $197.8 million decreased by 3.3% from $204.5 million in 2020. This decline was driven by a combination of continued impact of COVID during most of 2021, IR35 in the U.K. and divestment of firstPRO business in September 2020. Excluding the divested business, revenues increased just slightly.

Gross profit for fiscal 2021 was $33.9 million, posting a decrease of $945,000 or 2.7%. Excluding the divested business, gross profit increased by $2.7 million or an increase of 8.6%. This was due to increase in direct hire revenue by about $0.7 million or 16%. Gross profit in contract business grew by $2 million or 7.4%. This is despite the adverse impact of IR35 in the U.K. Operating expenses for the year came to $41.2 million, a decrease of 5.6% over last year's amount of $43.6 million. As mentioned earlier, the company aggressively reduced headcount and other discretionary costs like professional fees to bring the base cost structure to a more sustainable level.

SG&A, for example, decreased by approximately $2.2 million or 5.8% from prior year. Operating expense included $3.1 million of goodwill impairment charge to our U.K. business. The company recognized other income of $19.6 million to receive 100% forgiveness on its 4 PPP loans. On the other hand, the company recognized a loss of $260,000 on FX remeasurement of intercompany loan compared with a gain of $584,000 in 2020, an unfavorable variance of $844,000 on currency movements.

Interest expense for fiscal 2021 declined by $3.3 million for fiscal 2020 as the company aggressively reduces debt, with Jackson Investment Group. The net income for fiscal 2021 came to $8.2 million as compared with a net loss of $15.6 million for fiscal 2020, an increase of $23.8 million. EBITDA of $14.8 million was higher from last year by $19.6 million, primarily due to PPP loan forgiveness. Adjusted EBITDA of $2.4 million was unfavorable to fiscal 2020 by $2.2 million.

On the balance sheet side, total long-term debt for the company is now down to only $9.5 million. At the same time, the company has been able to bring his receivables down so that the DSO has come down to only 38 days from 43 days last year, a decrease of 6 days.

I will now turn the call back to Brendan. Thank you.

Thank you, Khalid. Sorry, apologies, I appear to be on mute. As we look at our 3 business streams, we can see that they are broadly performing in line with the markets in which they operate. Revenue in Commercial Staffing was up 4.3% for the year, where the most of the market was flat. Gross profit improved in that segment by 9.5% as we engaged in a more consultative approach with our clients in relation to the need to recognize pay rate improvements and other measures to retain staff. Professional Staffing in the U.S., excluding the disposed of firstPRO, improved by 5.4% with permanent placement growing by 92% over 2020.

In the current tight markets, we recognize that permanent hiring will be a material feature in our results in 2022. This growth in permanent placement was also seen in the Professional Staffing U.K. business, where we saw an increase of 6%. We continue to operate in tight labor markets, supply and demand of labor are mismatched and are a major factor in rising wages. In this candidate-driven market, our high-touch client relationship management continues to focus on helping to educate clients on required higher pay rates to stay competitive with a depleted pool of workers. We still expect that pent-up demand for Staffing will help to accelerate growth. We have a solid runway with building momentum and continue to believe that the next year or 2 to be the biggest years in the staffing industry's history.

Our outlook for 2022 is very optimistic. Both our industry and Staffing 360 Solutions are now in a continuing growth period with a strong recovery expected into 2023. Temporary or contract staffing has been a little slower to recover than expected, but I'm pleased to report that we are now seeing encouraging signs as average weekly revenue numbers for our temporary and contract staffing business are showing 12.7% growth year-on-year. 2021 delivered $197.8 million of revenue compared with $196.8 million in 2020, excluding the sale of firstPRO, with gross profit of $33.9 million or $31.2 million in 2020, excluding the disposal.

While we do not issue specific guidance, we expect material improvement in both the revenues and gross profit numbers in the second half of the current year, and these will be greater still with the recent acquisition of Headway. While focusing on improving our business, our internal corporate focus helps simultaneously been on refinancing our balance sheet and continuing, as always, to look after and prioritize the safety of our employees, their families and our contractors.

Securing our financial future has been one of the core issues that we have been dealing with for several years. There is no certainty that access to capital will last, and it is important to note that this recent period allowed us to take a huge cash flow burden off our shoulders, which will be instrumental in allowing us to invest further in our operations so that we can more readily exploit the improving market that sits before us. $9.5 million of nonreceivables debt is very manageable and is not a drain on our operating cash flow. What still does place some restrictions on our operating and M&A decisions. I'm pleased now to turn to a discussion of our accretive acquisition of Headway Workforce Solutions, and the enormous opportunity to provide our collective clients with deepened and expanded offerings.

Headway has a deep history of providing customized technology and contract-based workforce solutions in all 50 states. Headway reported unaudited revenues of approximately $85 million in the year to September 2021, and it is profitable. New online technology is driving staffing efficiency, and we have now established ourselves in that arena poised to become a key player in our industry. As one of the largest U.S. providers of survey research personnel and a proprietary database of 3 million candidates, Headway's unique survey niche is a valuable tool and differentiator, providing these services in almost every ZIP code in the United States.

The integration of our business is well underway and proceeding smoothly. The proven e-recruiting technologies headway design not only improve customer reach and satisfaction, but enhance operating margins. The pandemic has proven that a bricks-and-mortar presence is no longer necessary to swiftly deliver the best candidates to clients. I believe that the future leaders in human capital will be those companies with scale, technology and processes. We are now positioned to take our place in that future.

At this point, I would like to answer some of the questions submitted via e-mail, after which I will end our call with a brief closing comment. Some of your questions were answered in our prepared remarks and others were duplicative or have been combined.

Our first question is, does the war in Ukraine affect your business? The simple answer is we have no operations in Ukraine or in Russia. The potential impact on the war on surrounding and European countries and the global economy are dynamic and are yet to be determined for our industry.

Another question asks, now that the reverse that is completed, are you in compliance to maintain your NASDAQ listing? We anticipate the first quarter 10-Q to be completed within the next couple of weeks, and then we will be in full compliance with all of the instructions that we have received from NASDAQ.

A more personal question, been asked about the thinking behind the Board awarding me a $500,000 bonus in January given the performance -- financial performance and the stock price. So the answer is despite the number of the 10-K not being the basis upon which a party will be thrown, it is clear that we managed our way through a major financial downturn and came out of it to the extent that we are out of it stronger than we went in. At the very early point in the pandemic, we removed $6 million in overhead and efficiently run a leaner organization through the expected reductions in revenue. Additionally, we managed to get a large benefit from the U.S. and U.K. government pandemic programs. Furthermore, the capital raises in a difficult environment meant that we reduced our debt to redeemable preference shares from a burden of $72 million to less than $10 million.

While the value of my bonus was not my decision nor was I involved in its awarding, there are many complex and diverse areas in managing business that are not revenue. These areas need to be actively managed and corrected in order to put us in a place where we can now drive revenue and cash flow growth.

Our next question is why aren't management and the Board of Directors buying shares in the open market at these historically depressed prices as a tangible expression of your confidence? Management and directors are bound by insider trading rules regarding possession of inside information. There is regularly a lot going on behind the scenes, and very often, there are no or few open trading windows. A recent example is the acquisition of Headway. Discussions began many, many months ago.

All of the senior managers and directors were aware of and involved in this acquisition. While in possession of material nonpublic information, the purchase of shares is not allowed. Personally, I have historically gone to the market 7x to acquire stock and these purchases are a matter of public record.

Next question is, what is the biggest challenge to becoming a profitable company? The biggest challenge we have right now is to continue to grow and to leverage our cost base. We believe we are well positioned to do that.

Our next question is, what is the game plan to pay the remaining debt? Would this require another dilution? It is our intention to grow and to become a profitable $500 million revenue business. Some of this will be achieved through debt and some of it will be achieved through equity. In all cases, the acquisitions will need to be accretive to get through our internal approval processes. We expect the payment of our remaining debt to be absorbed within one of these activities.

What makes staff an attractive investment? We have always had an eye in the future while attending to the present. The acquisition of Headway in the U.S., the introduction of centralized recruiting hubs in both the U.S. and the U.K., the determination of new sales markets in the U.S. highlights the improvements in our balance sheet, make the forward view of our performance more enticing for investors. However, as with all forward-looking views, they are not without their risks, all of which are outlined in our 10-K.

Continuing on with questions regarding the recent acquisition of Headway. Our next question asks, how did you come to its valuation? What net income and EBITDA did Headway report in 2021? The purchase price of the acquisition was $14,014,625 million. Of this, there was a cash payment of $14,625 to acquire some very small shareholdings. The remainder of the purchase is made up of 9 million convertible preference paid shares redeemable in 3 years and convertible on a post-split basis into 350,000 common shares at $25.71 per share and includes a cash earn-out of $5 million payable in September 2023. Headway is an immediately accretive acquisition, having approximately $85 million in revenue and $9.6 million in gross profit.

As required by the SEC, work in the 8-K is underway, that will announce the clear audited numbers of Headway expected around the end of July. It is not uncommon for a privately held company to be acquired before an audit is completed. I see continued consolidation in the industry and believe that future winners in human capital will be the enterprises with scale that have taken advantage of technology and processes. Our combined companies make us a formidable entity on the cusp of a major growth dynamic. We believe that 1 plus 1 equals 3 for our combined businesses. The technical resources of Headway's core center for operational recruitment excellence and important e-advanced recruiting cutting-edge tools and technology and immediately will give us a national footprint for nationwide recruiting.

This concludes our Q&A session. Of course, before I close, I want to take a moment to acknowledge our talented staff and management team. They demonstrated exceptional talent and resilience as they work with integrity and purpose in these continuing less-than-ideal conditions. You've heard me speak about the fact that our company has reached a key inflection point in its evolution. We continue to build upon our improved financial foundation and anticipate driving shareholder value as we progress on our path toward our goal to build a $500 million profitable revenue company.

2021 was a year of focus and adaptation. We worked through the shifting sands, endured and have merged better, stronger and more agile for it. The demand for labor and our solutions continues to be strong, and were one of the key drivers of our success. I've said it before, the cornerstone of our future success is a combination of superior service declines combined with cutting edge technology. Bolstered by the benefits of the merger and renewed sense of optimism in the staffing market, today, we stand ready to deliver.

Thank you all. I wish you continued good health and look forward to speaking with you again to discuss Q2 results and how performance continues to improve across 2022.

Operator, that concludes our call.

Thank you for your participation. You may now disconnect your lines.