UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 11, 2022, ALJ Regional Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the third quarter ended June 30, 2022. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 11, 2022, the Company issued a press release announcing its earnings for the third quarter ended June 30, 2022, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
99.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) |
This Form 8-K and Exhibit 99.1 hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement of the issuer, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALJ REGIONAL HOLDINGS, INC. |
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August 11, 2022 |
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By: |
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/s/ Brian Hartman |
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Name: |
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Brian Hartman |
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Title: |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 99.1
ALJ REGIONAL HOLDINGS, INC. ANNOUNCES EARNINGS FOR THE THIRD QUARTER ENDED JUNE 30, 2022
NEW YORK, NY, August 11, 2022 – ALJ Regional Holdings, Inc. (NASDAQ: ALJJ) (“ALJ”) announced results today for its third quarter ended June 30, 2022.
ALJ is the parent company of Faneuil, Inc. (“Faneuil”), a leading provider of call center services, back-office operations, and staffing services to governmental and commercial clients across the United States.
Recent Developments and Basis of Presentation
ALJ completed the sale of certain assets of Faneuil’s tolling and transportation vertical and health benefit exchange vertical (the “Faneuil Asset Sale”) on April 1, 2022, for cash consideration of $142.3 million less an indemnification escrow amount of approximately $15.0 million. Faneuil is also eligible to receive additional earn-out payments based upon the performance of certain customer agreements in an aggregate amount of up to $25.0 million. ALJ recognized a gain on sale of assets of approximately $112.0 million, net of taxes during the three months ended June 30, 2022.
ALJ completed the sale of all the outstanding shares of common stock of Phoenix Color Corp. (the “Phoenix Sale”) on April 13, 2022 for cash consideration totaling approximately $135.9 million. Phoenix’s results of operations are excluded from continuing operations presented below and are presented as discontinued operations. ALJ recognized a gain on sale of discontinued operations of approximately $46.8 million, net of taxes during the three months ended June 30, 2022.
In connection with the Faneuil Asset Sale, ALJ repaid in full all outstanding indebtedness and terminated all commitments and obligations under that certain financing agreement, dated June 29, 2021, with Blue Torch Finance LLC (“Blue Torch,” and such facility, the “Blue Torch Term Loan”) in an amount equal to approximately $92.2 million (“Blue Torch Payoff”).
In connection with the Phoenix Sale on April 13, 2022, the Company terminated all commitments and obligations under that certain Amended and Restated Financing Agreement, dated as of June 29, 2021, with PNC Bank, National Association (as amended, the “PNC Revolver”).
ALJ also owned a third segment, Floors-N-More, LLC, d/b/a Carpets N’ More (“Carpets”). ALJ acquired and disposed of Carpets in April 2014 and February 2021, respectively. As such, Carpets’ results of operations are excluded from continuing operations and are presented below as discontinued operations.
Investment Highlights – Three and Nine Months Ended June 30, 2022
Consolidated Results for ALJ (continuing operations only)
1
Jess Ravich, Chief Executive Officer of ALJ, said, “We continue to refine our strategic review after monetizing most of our core assets and portfolio companies last quarter.”
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Three Months Ended June 30, |
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Amounts in thousands, except per share amounts |
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2022 |
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2021 |
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$ Change |
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Revenue: |
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Revenue |
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$ |
25,110 |
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$ |
72,754 |
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$ |
(47,644 |
) |
Other revenue |
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32,511 |
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— |
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32,511 |
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Total revenue and other revenue |
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57,621 |
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72,754 |
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(15,133 |
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Costs, expenses, and other: |
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Cost of revenue |
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52,352 |
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59,209 |
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(6,857 |
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Selling, general, and administrative expense |
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7,443 |
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15,764 |
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(8,321 |
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Gain on sale of assets and other |
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(118,014 |
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— |
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(118,014 |
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Total operating costs, expenses, and other, net |
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(58,219 |
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74,973 |
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(133,192 |
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Operating income (loss) |
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115,840 |
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(2,219 |
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118,059 |
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Other (expense) income, net: |
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Interest income |
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127 |
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— |
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127 |
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Interest expense |
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(151 |
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(2,623 |
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2,472 |
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Loss on debt extinguishment |
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(3,884 |
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(1,914 |
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(1,970 |
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Total other expense, net |
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(3,908 |
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(4,537 |
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629 |
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Income (loss) from continuing operations before income taxes |
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111,932 |
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(6,756 |
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118,688 |
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Provision for income taxes |
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(6,065 |
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(70 |
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(5,995 |
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Net income (loss) from continuing operations |
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105,867 |
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(6,826 |
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112,693 |
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Net income from discontinued operations, net of income taxes |
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47,963 |
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3,322 |
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44,641 |
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Net income (loss) |
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$ |
153,830 |
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$ |
(3,504 |
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$ |
157,334 |
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Income (loss) per share of common stock–basic: |
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Continuing operations |
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$ |
2.50 |
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$ |
(0.16 |
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Discontinued operations |
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$ |
1.13 |
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$ |
0.08 |
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Net income (loss) per share (1) |
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$ |
3.63 |
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$ |
(0.08 |
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Income (loss) per share of common stock–diluted: |
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Continuing operations |
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$ |
1.93 |
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$ |
(0.16 |
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Discontinued operations |
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$ |
0.87 |
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$ |
0.06 |
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Net income (loss) per share (1) |
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$ |
2.81 |
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$ |
(0.08 |
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Weighted average shares of common stock outstanding: |
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$ |
— |
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$ |
— |
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Basic |
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42,409 |
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42,321 |
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Diluted |
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54,818 |
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54,503 |
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(1) Amounts may not add due to rounding.
2
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Nine Months Ended June 30, |
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Amounts in thousands, except per share amounts |
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2022 |
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2021 |
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$ Change |
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Revenue: |
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Revenue |
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$ |
168,403 |
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$ |
243,147 |
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$ |
(74,744 |
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Other revenue |
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32,511 |
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— |
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32,511 |
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Total revenue and other revenue |
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200,914 |
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243,147 |
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(42,233 |
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Costs, expenses, and other: |
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Cost of revenue |
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178,071 |
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203,247 |
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(25,176 |
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Selling, general, and administrative expense |
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38,042 |
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43,487 |
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(5,445 |
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Lease impairment |
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2,158 |
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— |
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2,158 |
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Gain on sale of assets and other |
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(117,988 |
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— |
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(117,988 |
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Total operating costs, expenses, and other, net |
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100,283 |
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246,734 |
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(146,451 |
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Operating income (loss) |
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100,631 |
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(3,587 |
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104,218 |
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Other (expense) income, net: |
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Interest income |
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127 |
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— |
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127 |
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Interest expense |
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(5,449 |
) |
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(7,656 |
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2,207 |
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Loss on debt extinguishment |
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(3,884 |
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(1,914 |
) |
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(1,970 |
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Total other expense, net |
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(9,206 |
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(9,570 |
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364 |
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Income (loss) from continuing operations before income taxes |
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91,425 |
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(13,157 |
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104,582 |
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Provision for income taxes |
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(6,010 |
) |
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(244 |
) |
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(5,766 |
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Net income (loss) from continuing operations |
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85,415 |
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(13,401 |
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98,816 |
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Net income from discontinued operations, net of income taxes |
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56,107 |
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7,695 |
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48,412 |
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Net income (loss) |
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$ |
141,522 |
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$ |
(5,706 |
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$ |
147,228 |
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Income (loss) per share of common stock–basic: |
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Continuing operations |
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$ |
2.01 |
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$ |
(0.32 |
) |
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Discontinued operations |
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$ |
1.32 |
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$ |
0.18 |
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Net income (loss) per share (1) |
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$ |
3.34 |
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$ |
(0.13 |
) |
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Income (loss) per share of common stock–diluted: |
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Continuing operations |
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$ |
1.56 |
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$ |
(0.32 |
) |
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Discontinued operations |
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$ |
1.03 |
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$ |
0.14 |
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Net income (loss) per share (1) |
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$ |
2.59 |
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$ |
(0.13 |
) |
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Weighted average shares of common stock outstanding: |
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$ |
— |
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$ |
— |
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Basic |
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42,408 |
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42,320 |
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Diluted |
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54,735 |
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54,416 |
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(1) Amounts may not add due to rounding.
Results for Faneuil
Faneuil recognized net revenue of $57.6 million for the three months ended June 30, 2022 compared to $72.8 million for the three months ended June 30, 2021. Net revenue decreased $15.2 million, or 20.8%, mainly attributable to a $16.5 million reduction driven by the completion of customer contracts, somewhat offset by a $3.1 million decrease from new customer contracts and $3.4 million net increase from existing customer call volumes. Faneuil recognized net revenue of $68.5 million for the three months ended March 31, 2022.
Faneuil segment adjusted EBITDA loss was $1.8 million for the three months ended June 30, 2022 compared to segmented adjusted EBITDA of $3.7 million for the three months ended June 30, 2021. Segment adjusted EBITDA decreased $5.5 million, or 147.2%. The decrease was driven by lower volumes at Faneuil due to the Faneuil Asset Sale and to completion of customer contracts. Faneuil recognized segment adjusted EBITDA of $2.8 million from the three months ended March 31, 2022.
Faneuil recognized net revenue of $200.9 million for the nine months ended June 30, 2022 compared to $243.1 million for the nine months ended June 30, 2021. Net revenue decreased $42.2 million, or 17.4%, mainly attributable to a $56.8 million reduction driven by the completion of customer contracts, somewhat
3
offset by a $12.4 million net increase in existing customer call volumes and $3.7 million from new customer contracts.
Faneuil segment adjusted EBITDA loss was $0.8 million for the nine months ended June 30, 2022 compared to segmented adjusted EBITDA of $12.4 million for the nine months ended June 30, 2021. Segment adjusted EBITDA decreased $13.2 million, or 106.6%. The decrease was driven by lower volumes at Faneuil due to the Faneuil Asset Sale and to completion of customer contracts, higher medical insurance claims under Faneuil’s self-insurance medical plan, and the usage of more costly subcontract labor to supplement call center workforce.
Faneuil estimates its net revenue for the three months ending September 30, 2022 to be in the range of $33.5 million to $36.0 million, compared to $46.1 million, on a pro forma basis, for the three months ended September 30, 2021.
Faneuil contract backlog expected to be realized within the next twelve months as of June 30, 2022 was $77.6 million, compared to $89.5 million as of March 31, 2021 and $60.6 million as of March 31, 2022, 2021, on a pro forma basis. Faneuil’s total contract backlog as of June 30, 2022 was $121.0 million as compared to $140.3 million as of June 30, 2021 and $105.4 million as of March 31, 2022, on a pro forma basis. The decrease in total Faneuil backlog from June 30, 2022 compared to June 30, 2021 was primarily due to the loss of contracts offset slightly by new business.
Results for Phoenix
As a result of the Phoenix Sale, Phoenix results of operations were classified as discontinued operations for the three and nine months ended June 30, 2022 and 2021. ALJ reported a gain on the sale of Phoenix during the three months ended June 30, 2022.
Non-GAAP Financial Measures
In our earnings releases, prepared remarks, conference calls, presentations, and webcasts, we may present certain adjusted financial measures that are not calculated according to generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release because management believes they present information regarding ALJ that is useful to investors. The non-GAAP financial measures presented should not be considered in isolation from, or as a substitute for, the comparable GAAP financial measure.
We present adjusted EBITDA because we believe it is frequently used by analysts, investors, and other interested parties in the evaluation of our company. ALJ defines segment adjusted EBITDA as segment net income (loss) before depreciation and amortization expense, interest expense, litigation loss, recovery of litigation loss, restructuring and cost reduction initiatives, loan amendment expenses, fair value of warrants issued in connection with loan amendments, stock-based compensation, acquisition/disposition-related expenses, gain on disposal of assets, net, income taxes, loss on debt extinguishment, asset impairments, and other non-recurring items. Adjusted EBITDA measures are not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison. Below are reconciliations of our net loss, the most directly comparable GAAP measure, to consolidated adjusted EBITDA:
4
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Three Months Ended June 30, |
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Amounts in thousands |
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2022 |
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2021 |
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$ Change |
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Net income (loss) |
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$ |
153,830 |
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$ |
(3,504 |
) |
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$ |
157,334 |
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Provision for income taxes |
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6,065 |
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|
70 |
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|
|
5,995 |
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Loss on debt extinguishment |
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|
3,884 |
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|
|
1,914 |
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|
|
1,970 |
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Depreciation and amortization |
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|
2,491 |
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|
|
3,116 |
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|
|
(625 |
) |
Restructuring and cost reduction initiatives |
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|
338 |
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|
|
(17 |
) |
|
|
355 |
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Change in fair value of contingent consideration |
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300 |
|
|
|
1,100 |
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|
|
(800 |
) |
Interest expense |
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|
151 |
|
|
|
2,623 |
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|
|
(2,472 |
) |
Stock-based compensation |
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41 |
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|
41 |
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|
|
— |
|
Security Event expenses |
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|
2 |
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|
|
— |
|
|
|
2 |
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Interest income |
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|
(127 |
) |
|
|
— |
|
|
|
(127 |
) |
Reclass of acquisition/disposition-related expenses |
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|
(4,670 |
) |
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|
(46 |
) |
|
|
(4,624 |
) |
Net income from discontinued operations, net of income taxes |
|
|
(47,963 |
) |
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|
(3,322 |
) |
|
|
(44,641 |
) |
Gain on sale of assets and other |
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|
(118,014 |
) |
|
|
— |
|
|
|
(118,014 |
) |
Bank fees accreted to term loans |
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|
— |
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|
|
300 |
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|
|
(300 |
) |
Consolidated adjusted EBITDA - continuing operations |
|
$ |
(3,672 |
) |
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$ |
2,275 |
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$ |
(5,947 |
) |
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Nine Months Ended June 30, |
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Amounts in thousands |
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2022 |
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2021 |
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$ Change |
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Net income (loss) |
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$ |
141,522 |
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|
$ |
(5,706 |
) |
|
$ |
147,228 |
|
Depreciation and amortization |
|
|
8,630 |
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|
|
9,455 |
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|
|
(825 |
) |
Provision for income taxes |
|
|
6,010 |
|
|
|
244 |
|
|
|
5,766 |
|
Interest expense |
|
|
5,449 |
|
|
|
7,656 |
|
|
|
(2,207 |
) |
Loss on debt extinguishment |
|
|
3,884 |
|
|
|
1,914 |
|
|
|
1,970 |
|
Lease impairment |
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|
2,158 |
|
|
|
— |
|
|
|
2,158 |
|
Restructuring and cost reduction initiatives |
|
|
412 |
|
|
|
171 |
|
|
|
241 |
|
Change in fair value of contingent consideration |
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|
300 |
|
|
|
1,100 |
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|
|
(800 |
) |
Security Event expenses |
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|
171 |
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|
|
— |
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|
|
171 |
|
Stock-based compensation |
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|
154 |
|
|
|
126 |
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|
|
28 |
|
Interest income |
|
|
(127 |
) |
|
|
— |
|
|
|
(127 |
) |
Net income from discontinued operations, net of income taxes |
|
|
(56,107 |
) |
|
|
(7,695 |
) |
|
|
(48,412 |
) |
Gain on sale of assets and other |
|
|
(117,988 |
) |
|
|
— |
|
|
|
(117,988 |
) |
Bank fees accreted to term loans |
|
|
— |
|
|
|
900 |
|
|
|
(900 |
) |
Loan amendment expenses |
|
|
— |
|
|
|
131 |
|
|
|
(131 |
) |
Consolidated adjusted EBITDA - continuing operations |
|
$ |
(5,532 |
) |
|
$ |
8,296 |
|
|
$ |
(13,828 |
) |
5
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|
Three Months Ended June 30, |
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|
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Amounts in thousands |
|
2022 |
|
|
2021 |
|
|
$ Change |
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% Change |
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Segment Net Revenue |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Faneuil |
|
$ |
57,621 |
|
|
$ |
72,754 |
|
|
$ |
(15,133 |
) |
|
|
(20.8 |
%) |
Total Segment Net Revenue |
|
$ |
57,621 |
|
|
$ |
72,754 |
|
|
$ |
(15,133 |
) |
|
|
(20.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|||||
Amounts in thousands |
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Faneuil |
|
$ |
(1,762 |
) |
|
$ |
3,731 |
|
|
$ |
(5,493 |
) |
|
|
(147.2 |
%) |
Corporate |
|
|
(1,910 |
) |
|
|
(1,456 |
) |
|
|
(454 |
) |
|
|
(31.2 |
%) |
Total Segment Adjusted EBITDA |
|
$ |
(3,672 |
) |
|
$ |
2,275 |
|
|
$ |
(5,947 |
) |
|
|
(261.4 |
%) |
|
|
Nine Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|||||
Amounts in thousands |
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Segment Net Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Faneuil |
|
$ |
200,914 |
|
|
$ |
243,147 |
|
|
$ |
(42,233 |
) |
|
|
(17.4 |
%) |
Total Segment Net Revenue |
|
$ |
200,914 |
|
|
$ |
243,147 |
|
|
$ |
(42,233 |
) |
|
|
(17.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|||||
Amounts in thousands |
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Faneuil |
|
$ |
(819 |
) |
|
$ |
12,372 |
|
|
$ |
(13,191 |
) |
|
|
(106.6 |
%) |
Corporate |
|
|
(4,713 |
) |
|
|
(4,076 |
) |
|
|
(637 |
) |
|
|
(15.6 |
%) |
Total Segment Adjusted EBITDA |
|
$ |
(5,532 |
) |
|
$ |
8,296 |
|
|
$ |
(13,828 |
) |
|
|
(166.7 |
%) |
Supplemental Consolidated Financial Information - Segment Net Revenue, Segment Adjusted EBITDA, and Debt
Historically, ALJ’s principal sources of liquidity have been cash provided by operations and borrowings under various debt arrangements. During April 2022, the following transactions had, and will continue to have, a significant impact on our liquidity and capital resources: i) Faneuil Asset Sale, ii) Phoenix Sale, iii) Blue Torch Term Loan payoff, and iv) termination of the PNC Revolver.
As of June 30, 2022, and September 30, 2021, consolidated debt and consolidated net debt were comprised of the following (exclusive of deferred financing costs):
Amounts in thousands |
|
June 30, 2022 |
|
|
September 30, 2021 |
|
||
Term loan payable |
|
$ |
6,026 |
|
|
$ |
100,076 |
|
Line of credit |
|
|
— |
|
|
|
5,490 |
|
Finance leases |
|
|
528 |
|
|
|
1,097 |
|
Total debt |
|
|
6,554 |
|
|
|
106,663 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and short-term investments |
|
|
127,623 |
|
|
|
2,276 |
|
Net cash (debt) |
|
$ |
121,069 |
|
|
$ |
(104,387 |
) |
6
About ALJ Regional Holdings, Inc.
ALJ Regional Holdings, Inc. is the parent company of Faneuil, Inc., a leading provider of call center services, back-office operations, and staffing services, to commercial and governmental clients across the United States.
Forward-Looking Statements
ALJ’s third quarter ended June 30, 2022 earnings release and related communications contain forward-looking statements within the meaning of federal securities laws. Such statements include information regarding our expectations, impact of COVID-19, goals or intentions regarding the future, including but not limited to statements about our financial projections and business growth, management of Faneuil’s remaining verticals, our plans for deploying our cash balances, the exploration of strategic alternatives, and other statements including the words "will" and "expect" and similar expressions. You should not place undue reliance on these statements, as they involve certain risks and uncertainties, and actual results or performance may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially are discussed in our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission and available through EDGAR on the SEC’s website at www.sec.gov. All forward-looking statements in this release are made as of the date hereof and we assume no obligation to update any forward-looking statement.
7
Document and Entity Information |
Aug. 11, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0001438731 |
| Document Period End Date | Aug. 11, 2022 |
| Entity Registrant Name | ALJ Regional Holdings, Inc. |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-37689 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 13-4082185 |
| Entity Address, Address Line One | 244 Madison Avenue, PMB #358 |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10016 |
| City Area Code | (888) |
| Local Phone Number | 486-7775 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | ALJJ |
| Security Exchange Name | NASDAQ |