Steel Connect, Inc. [STCN] Filings

10-Q 1 mlnk-20230131.htm 10-Q mlnk-20230131

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35319

_______________________

Steel Connect, Inc.

(Exact name of registrant as specified in its charter)

_______________________


Delaware (State or other jurisdiction of incorporation or organization)						04-2921333 (I.R.S. Employer Identification No.)


2000 Midway Ln Smyrna, Tennessee (Address of principal executive offices)						37167 (Zip Code)

(914) 461-1276

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

_______________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	STCN	Nasdaq Capital Market
Rights to Purchase Series D Junior Participating Preferred Stock	--	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 7, 2023, there were 60,784,589 shares issued and outstanding of the registrant's Common Stock, $0.01 par value per share.

Table of Contents

STEEL CONNECT, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page Number
Part I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

Table of Contents

STEEL CONNECT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	January 31, 2023		July 31, 2022
	(unaudited)
ASSETS
Cash and cash equivalents	$	62,427	$	53,142
Accounts receivable, trade, net of allowance for doubtful accounts of $1,008 and $44 at January 31, 2023 and July 31, 2022, respectively	37,180		40,083
Inventories, net	8,916		8,151
Funds held for clients	4,354		4,903
Prepaid expenses and other current assets	5,223		3,551
Total current assets	118,100		109,830
Property and equipment, net	3,493		3,534
Operating lease right-of-use assets	30,538		19,655
Other assets	3,981		4,730
Total assets	$	156,112	$	137,749
LIABILITIES, CONTINGENTLY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Accounts payable	$	32,805	$	30,553
Accrued expenses	25,632		28,396
Funds held for clients	4,323		4,903
Current lease obligations	7,665		6,466
Other current liabilities	15,031		13,482
Total current liabilities	85,456		83,800
Convertible note payable	12,104		11,047
Long-term lease obligations	22,904		12,945
Other long-term liabilities	5,222		3,983
Total long-term liabilities	40,230		27,975
Total liabilities	125,686		111,775
Contingently redeemable preferred stock, $0.01 par value per share. 35,000 shares authorized, issued and outstanding at January 31, 2023 and July 31, 2022	35,180		35,180
Stockholders' deficit:
Preferred stock, $0.01 par value per share. 4,965,000 shares authorized at January 31, 2023 and July 31, 2022; zero shares issued and outstanding at January 31, 2023 and July 31, 2022	—		—
Common stock, $0.01 par value per share. Authorized 1,400,000,000 shares; 60,784,589 issued and outstanding shares at January 31, 2023; 60,529,558 issued and outstanding shares at July 31, 2022	607		605
Additional paid-in capital	7,479,719		7,479,366
Accumulated deficit	(7,489,960)		(7,493,317)
Accumulated other comprehensive income	4,880		4,140
Total stockholders' deficit	(4,754)		(9,206)
Total liabilities, contingently redeemable preferred stock and stockholders' deficit	$	156,112	$	137,749

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

STEEL CONNECT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
Net revenue	$	50,781	$	54,322	$	102,140	$	98,676
Cost of revenue	37,719		43,421		74,813		78,369
Gross profit	13,062		10,901		27,327		20,307
Operating expenses:
Selling, general and administrative	10,459		9,994		20,845		18,829
Restructuring	—		856		—		856
Total operating expenses	10,459		10,850		20,845		19,685
Operating income	2,603		51		6,482		622
Other income (expense):
Interest income	332		1		476		5
Interest expense	(848)		(750)		(1,674)		(1,512)
Other losses, net	(2,959)		(65)		(74)		(546)
Total other expense, net	(3,475)		(814)		(1,272)		(2,053)
(Loss) income from continuing operations before income taxes	(872)		(763)		5,210		(1,431)
Income tax (benefit) expense	(346)		723		779		1,038
Net (loss) income from continuing operations	(526)		(1,486)		4,431		(2,469)
Net loss from discontinued operations	—		(21,491)		—		(40,002)
Net (loss) income	(526)		(22,977)		4,431		(42,471)
Less: Preferred dividends on redeemable preferred stock	(537)		(537)		(1,074)		(1,074)
Net (loss) income attributable to common stockholders	$	(1,063)	$	(23,514)	$	3,357	$	(43,545)

Net (loss) income per common shares - basic
Continuing operations	$	(0.02)	$	(0.03)	$	0.06	$	(0.06)
Discontinued operations	—		(0.36)		—		(0.67)
Net (loss) income attributable to common stockholders	$	(0.02)	$	(0.39)	$	0.06	$	(0.73)

Net (loss) income per common shares - diluted
Continuing operations	$	(0.02)	$	(0.03)	$	0.06	$	(0.06)
Discontinued operations	—		(0.36)		—		(0.67)
Net (loss) income attributable to common stockholders	$	(0.02)	$	(0.39)	$	0.06	$	(0.73)

Weighted-average number of common shares outstanding - basic	60,178		59,748		60,129		60,027
Weighted-average number of common shares outstanding - diluted	60,178		59,748		60,637		60,027

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

STEEL CONNECT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
Net (loss) income	$	(526)	$	(22,977)	$	4,431	$	(42,471)
Other comprehensive income (loss):
Foreign currency translation adjustment	4,655		(13)		1,818		185

Pension liability adjustments, net of tax	—		—		(1,078)		—
Other comprehensive income (loss)	4,655		(13)		740		185
Comprehensive income (loss)	$	4,129	$	(22,990)	$	5,171	$	(42,286)

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

STEEL CONNECT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

(in thousands, except share amounts)

(unaudited)


	Number of Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Deficit
Balance at October 31, 2022	60,657,539	$	606	$	7,479,542	$	(7,488,897)	$	225	$	(8,524)
Net loss	—	—		—		(526)		—		(526)
Preferred dividends	—	—		—		(537)		—		(537)

Restricted stock grants	127,050	1		(1)		—		—		—

Share-based compensation	—	—		178		—		—		178
Other comprehensive items	—	—		—		—		4,655		4,655
Balance at January 31, 2023	60,784,589	$	607	$	7,479,719	$	(7,489,960)	$	4,880	$	(4,754)


	Number of Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Deficit
Balance at October 31, 2021	60,437,654	$	605	$	7,478,855	$	(7,500,251)	$	7,360	$	(13,431)
Net loss	—	—		—		(22,977)		—		(22,977)
Preferred dividends	—	—		—		(537)		—		(537)
Issuance of common stock pursuant to employee stock purchase plan	331	—		—		—		—		—
Restricted stock grants, net of forfeitures	19,735	—		—		—		—		—
Share-based compensation	—	—		218		—		—		218
Other comprehensive items	—	—		—		—		(13)		(13)
Balance at January 31, 2022	60,457,720	$	605	$	7,479,073	$	(7,523,765)	$	7,347	$	(36,740)

Table of Contents


	Number of Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Deficit
Balance at July 31, 2022	60,529,558	$	605	$	7,479,366	$	(7,493,317)	$	4,140	$	(9,206)
Net income	—	—		—		4,431		—		4,431
Preferred dividends	—	—		—		(1,074)		—		(1,074)

Restricted stock grants	255,031	2		(2)		—		—		—

Share-based compensation	—	—		355		—		—		355
Other comprehensive items	—	—		—		—		740		740
Balance at January 31, 2023	60,784,589	$	607	$	7,479,719	$	(7,489,960)	$	4,880	$	(4,754)


	Number of Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity (Deficit)
Balance at July 31, 2021	63,099,496	$	632	$	7,478,638	$	(7,480,220)	$	7,162	$	6,212
Net loss	—	—		—		(42,471)		—		(42,471)
Preferred dividends	—	—		—		(1,074)		—		(1,074)
Issuance of common stock pursuant to employee stock purchase plan	499	—		—		—		—		—
Restricted stock grants, net of forfeitures	(2,642,275)	(27)		27		—		—		—
Share-based compensation	—	—		408		—		—		408
Other comprehensive items	—	—		—		—		185		185
Balance at January 31, 2022	60,457,720	$	605	$	7,479,073	$	(7,523,765)	$	7,347	$	(36,740)

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

STEEL CONNECT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended January 31,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	4,431	$	(42,471)
Less: Loss from discontinued operations, net of tax	—		(40,002)
Income (loss) from continuing operations	4,431		(2,469)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	924		1,175
Amortization of deferred financing costs	24		68
Accretion of debt discount	1,056		800
Share-based compensation	355		408

Non-cash lease expense	4,488		4,720
Bad debt expense (recovery)	964		(3)
Other losses, net	74		759
Changes in operating assets and liabilities:
Accounts receivable, net	2,734		(6,665)
Inventories, net	(493)		(1,661)
Prepaid expenses and other current assets	(1,536)		(476)
Accounts payable, accrued restructuring and accrued expenses	(1,016)		5,633
Refundable and accrued income taxes, net	(845)		(319)
Other assets and liabilities	(1,572)		(4,692)
Net cash provided by (used in) operating activities	9,588		(2,722)
Cash flows from investing activities:
Additions of property and equipment	(866)		(826)
Proceeds from the disposition of property and equipment	16		—
Net cash used in investing activities	(850)		(826)
Cash flows from financing activities:
Preferred dividend payments	(1,074)		(1,074)
Repayments on capital lease obligations	(38)		(36)

Net cash used in financing activities	(1,112)		(1,110)
Net effect of exchange rate changes on cash, cash equivalents and restricted cash	1,110		(395)
Net increase (decrease) in cash, cash equivalents and restricted cash	8,736		(5,053)
Cash, cash equivalents and restricted cash, beginning of period	58,045		66,329
Cash, cash equivalents and restricted cash, end of period	$	66,781	$	61,276

Cash and cash equivalents, end of period	$	62,427	$	55,641
Restricted cash for funds held for clients, end of period	4,354		5,635
Cash, cash equivalents and restricted cash, end of period	$	66,781	$	61,276

Cash flows from discontinued operations:
Operating activities	$	—	$	(20,446)
Investing activities	—		(6,363)
Financing activities	—		(3,000)
Net cash used in discontinued operations	$	—	$	(29,809)

Table of Contents

See accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

STEEL CONNECT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1)NATURE OF OPERATIONS

Steel Connect, Inc. (the "Company" or the "Parent"), is a holding company which operates through its wholly-owned subsidiary ModusLink Corporation ("ModusLink" or "Supply Chain").

ModusLink is a supply chain business process management company serving clients in markets such as consumer electronics, communications, computing, medical devices, software and retail. ModusLink designs and executes elements in its clients' global supply chains to improve speed to market, product customization, flexibility, cost, quality and service. ModusLink also produces and licenses an entitlement management solution for activation, provisioning, entitlement subscription and data collection from physical goods (connected products) and digital products.

Disposition of IWCO Direct

On February 25, 2022 (the "Disposal Date"), the Company entered into a transaction agreement (the “Transaction Agreement”) with (a) IWCO Direct Holding Inc. (''IWCO Direct" or "Direct Marketing") and its indirect subsidiaries, (b) Cerberus Business Finance, LLC, in its capacities as collateral agent and administrative agent under a financing agreement (in such capacities, the “Agent”), dated as of December 15, 2017, between IWCO Direct, IWCO Direct’s direct and indirect subsidiaries, the Agent and the lenders party thereto (the “Lenders”) (the “Financing Agreement”), (c) the Lenders, (d) the Lenders or their respective designees listed on the signature pages to the Transaction Agreement under the caption “Participating Lender Purchasers” (the “Participating Lender Purchasers”), (e) SPH Group Holdings LLC (the “Sponsor”) and (f) Instant Web Holdings, LLC (the “Buyer”), an entity owned by the Participating Lender Purchasers. On the Effective Date (as defined in the Transaction Agreement) and pursuant to the terms of the Transaction Agreement, the Company transferred all of its interests in IWCO Direct to the Buyer as part of a negotiated restructuring of the capital structure and certain financial obligations of IWCO Direct under the Financing Agreement as contemplated by the Transaction Agreement. The results of operations of the IWCO Direct business are reported as discontinued operations for the prior year period presented. See Note 4 - "Discontinued Operations" for additional information.

All references made to financial data in this Quarterly Report on Form 10-Q are to the Company's continuing operations, unless otherwise specifically noted.

Liquidity and Capital Resources

Historically, the Parent financed its operations and met its capital requirements primarily through funds generated from operations, the sale of its securities, borrowings from lending institutions and sales of facilities that were not fully utilized. The Parent believes it has access to adequate resources to meet its needs for normal operating costs, capital expenditures, debt obligations and working capital for at least the next twelve months. Upon a redemption request by the holder of the Series C Convertible Preferred Stock (as discussed in Note 16 - "Related Party Transactions" and in the Company's Fiscal Year 2022 Form 10-K filed), the Parent believes it is probable that it has access to adequate resources, including cash on hand and potential dividends from ModusLink, to pay the redemption price and continue its operations.

As of January 31, 2023, these resources include cash and cash equivalents and ModusLink's credit agreement with Umpqua Bank (the “Umpqua Revolver”), as lender and as agent. The Umpqua Revolver provides for a maximum credit commitment of $12.5 million and a sublimit of $5.0 million for letters of credit and expires on March 16, 2024. There was no balance outstanding on the Umpqua Revolver as of January 31, 2023. See Note 9 - "Debt" for further details regarding the Umpqua Revolver.

ModusLink believes that if dividends to the Parent are required, it would have access to adequate resources to meet its operating needs while remaining in compliance with the Umpqua Revolver's covenants over the next twelve months. However, there can be no assurances that ModusLink will continue to have access to its line of credit under the Umpqua Revolver if its financial performance does not satisfy the financial covenants set forth in its financing agreement, which could also result in the acceleration of its debt obligations by its lender, adversely affecting liquidity.

As of January 31, 2023 and July 31, 2022, the Company had cash and cash equivalents of $62.4 million and $53.1 million, respectively. As of January 31, 2023, the Company had excess working capital of $32.6 million.

COVID-19 Update

Table of Contents

The COVID-19 pandemic (in particular, the emergence of new variants of the virus across the globe) has caused, and may continue to cause, significant disruptions in the U.S. and global economies. Measures taken by national and local governments in the United States and around the world restricted, and in certain jurisdictions continue to restrict, individuals’ daily activities and curtail or cease many businesses’ normal operations. The COVID-19 pandemic has adversely impacted, and may further adversely impact, nearly all aspects of our business and markets, including our workforce and the operations of our clients, suppliers, and business partners.

We experienced disruptions to our business continuity as a result of temporary closures of certain of ModusLink’s facilities in 2020 and 2021; however, these temporary closures did not have a significant impact on ModusLink’s operations.

Outbreaks in Mainland China throughout 2022 (March to May, July and September to October) led to temporary lockdown orders impacting several ModusLink facilities in China; however, ModusLink was able to resume operations at all facilities and the lockdowns have not had a significant impact to ModusLink’s operations through the filing of this Quarterly Report on Form 10-Q. If the situation continues at this level or worsens, however, it could result in a potential adverse impact on our business, results of operations and financial condition.

We continue to closely monitor the impact of COVID-19 and other disease outbreaks on all aspects of our business and geographies, including its impact on our clients, employees, suppliers, vendors, business partners and distribution channels. We believe that such impacts could include the continued disruption to the demand for our businesses' products and services; disruptions in or closures of our business operations or those of our customers or suppliers; the impact of the global business and economic environment on liquidity and the availability of capital; increased costs and delays in payments of outstanding receivables beyond normal payment terms; supply chain disruptions; uncertain demand; and the effect of any initiatives or programs that we may undertake to address financial and operational challenges faced by our customers. Despite indications of economic recovery, the severity of the impact of the COVID-19 pandemic on the Company’s business in the future is difficult to predict and will depend on a number of uncertain factors and trends. Such factors and trends include, but are not limited to: the emergence of new variant strains; the widespread use of vaccines; the impact of the global business and economic environment on liquidity and the availability of capital; the extent and severity of the impact on our customers and suppliers; and U.S. and foreign government actions that have been taken, or may be taken in the future, to mitigate adverse economic or other impacts or to mitigate the spread of the virus and its variants. The Company continues to monitor for any developments or updates to COVID-19 guidelines from public health and governmental authorities, as well as the protection of the health and safety of its personnel, and is continuously working to ensure that its health and safety protocols, business continuity plans and crisis management protocols are in place to help mitigate any negative impacts of COVID-19 and other disease outbreaks on the Company’s employees, business or operations.

Terminated Merger with Steel Holdings

On June 12, 2022, the Company, Steel Partners Holdings L.P. (“Steel Holdings”) and SP Merger Sub, Inc., a wholly owned subsidiary of Steel Holdings (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which Merger Sub would merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Steel Holdings. The Merger Agreement provided that each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than dissenting shares and shares owned by the Company, Steel Holdings or any of their respective subsidiaries) would, subject to the terms and conditions set forth in the Merger Agreement, be converted into the right to receive (i) $1.35 in cash, without interest and (ii) one contingent value right to receive a pro rata share of the proceeds received by the Company, Steel Holdings or any of their affiliates with respect to the sale, transfer or other disposition of all or any portion of the assets currently owned by ModusLink within two years of the Merger’s closing date, to the extent such proceeds exceed $80.0 million plus certain related costs and expenses.

Steel Holdings and certain of its affiliates also entered into a Voting and Support Agreement, dated as of June 12, 2022 (the “Voting and Support Agreement”), pursuant to which, among other things, they agreed to vote all shares of common stock and Series C Convertible Preferred Stock beneficially owned by them in favor of the adoption of the Merger Agreement and the Merger and any alternative acquisition agreement approved by the Company's Board of Directors (acting on the recommendation of the special committee (the “Special Committee”) of independent and disinterested directors formed to consider and negotiate the terms and conditions of the Merger and to make a recommendation to our Board of Directors).

Our Board of Directors, acting on the unanimous recommendation of the Special Committee, and the Board of Directors of Steel Partner Holdings GP Inc., the general partner of Steel Holdings, approved the Merger Agreement and the transactions contemplated by the Merger Agreement (such transactions, collectively, the “Transactions”) and resolved to recommend the stockholders adopt the Merger Agreement and approve the Transactions. The Special Committee, which is comprised solely of independent and disinterested directors of the Company who are unaffiliated with Steel Holdings, exclusively negotiated the terms of the Merger Agreement with Steel Holdings, with the assistance of its independent financial and legal advisors.

Table of Contents

On November 15, 2022, Steel Holdings terminated the Merger Agreement. The Merger Agreement was terminated following the 2021 Annual Meeting of Stockholders of the Company at which the proposal to adopt the Merger Agreement was (a) approved by the affirmative vote of the holders of (i) a majority of the outstanding shares of Series C Convertible Preferred Stock, par value $0.01 per share, of the Company and (ii) a majority in voting power of the issued and outstanding shares of common stock and Series C Convertible Preferred Stock (voting on an as converted to shares of common stock basis), voting together as a single class, but (b) not approved by a majority of the outstanding shares of common stock not owned, directly or indirectly, by Steel Holdings, and Merger Sub, any other officer or director of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary as required under the Merger Agreement.

As a result of the termination of the Merger Agreement, the Voting and Support Agreement, dated as of June 12, 2022, by and among the Company, Steel Holdings and certain of its affiliates, automatically terminated pursuant to its terms.

(2)BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2022 (Fiscal Year 2022), which are contained in the Company's Form 10-K for the Fiscal Year 2022. The results for the six months ended January 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP.

All significant intercompany transactions and balances have been eliminated in consolidation.

The Company considers events or transactions that occur after the balance sheet date but before the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For the six months ended January 31, 2023, the Company evaluated subsequent events for potential recognition and disclosure through the date these financial statements were filed. Please refer to Note 18 - "Subsequent Events" for further details.

Reclassification

On the statement of cash flows for the six months ended January 31, 2022, the Company reclassified bad debt recovery as a non-cash adjustment to net loss which totaled $3.0 thousand from Accounts receivable, net to Bad debt recovery. This reclassification was made to prior year balances to conform with current reporting and had no impact on net loss or stockholder's deficit.

(3)RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Issued and Not Yet Implemented

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Loses on Financial Instruments, an ASU that requires measurement and recognition of expected credit losses for financial instruments, including trade receivables, based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The ASU will be effective for the Company beginning in the first quarter of the fiscal year ending July 31, 2024 on a modified retrospective basis, which requires a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity's financial statements and information about events, conditions and circumstances that can affect the assessment of the amount or timing of an entity's future

Table of Contents

cash flows related to those instruments. The guidance is effective for interim and annual periods beginning in our fiscal year ending July 31, 2025, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The ASU requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This guidance is effective for all entities for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

Other new pronouncements issued but not effective until after January 31, 2023 are not expected to have a material impact on our financial condition, results of operations or liquidity.

Table of Contents

(4)DISCONTINUED OPERATIONS

As discussed in Note 1 - "Nature of Operations", on February 25, 2022, the Company completed the disposition of IWCO Direct. The Company received no cash consideration for the disposition (the entire transaction being referred to as the “IWCO Direct Disposal”). As of the Disposal Date and subject to the terms and conditions of the Transaction Agreement, the parties entered into certain mutual releases as fully set forth in the Transaction Agreement. In addition, as part of the overall transaction, the Buyer issued a note in the principal amount of $6.9 million payable to the Company as consideration for intercompany obligations owed by IWCO Direct to the Company (the “Subordinated Note”). The Subordinated Note is subordinated to the obligations under the Financing Agreement (including any amendments or other modifications thereto) and matures on the date that is the earlier of (a) the later of (i) August 25, 2027 and (ii) the date that is six months after the maturity of the Financing Agreement, or (b) the date that is six months after repayment in full of the obligations under the Financing Agreement. Due to the subordinated nature of the Subordinated Note and the assessment of collectability, the Company determined the fair value of the Subordinated Note was zero.

The Company deconsolidated IWCO Direct as of the Disposal Date as the Company no longer held a controlling financial interest in IWCO Direct as of that date. The Company did not have any amounts included in accumulated other comprehensive loss associated with IWCO Direct at the time of deconsolidation. The disposal of IWCO Direct represents a strategic shift to exit the direct marketing business and its results are reported as discontinued operations for the prior year periods presented.

A summary of the results of the discontinued operations is as follows:


	Three months ended January 31,		Six months ended January 31,
	2022		2022
Net revenue	$	66,316	$	147,375
Cost of revenue	63,617		138,802
Gross profit	2,699		8,573
Operating expenses:
Selling, general and administrative	12,523		25,355
Amortization of intangible assets	3,903		8,085
Restructuring	535		873
Total operating expenses	16,961		34,313
Operating loss	(14,262)		(25,740)
Other expense:
Interest expense	(7,229)		(14,262)
Total other expense, net	(7,229)		(14,262)
Loss from discontinued operations before income taxes	(21,491)		(40,002)
Income tax expense	—		—
Loss from discontinued operations, net of tax	$	(21,491)	$	(40,002)

Table of Contents

(5)INVENTORIES, NET

The table below presents the components of Inventories, net:


	January 31, 2023		July 31, 2022
	(In thousands)
Raw materials	$	7,965	$	7,330
Work-in-process	145		124
Finished goods	806		697
	$	8,916	$	8,151

(6)ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The following tables reflect the components of "Accrued expenses" and "Other current liabilities":


	January 31, 2023		July 31, 2022
Accrued Expenses	(In thousands)
Accrued compensation	$	5,983	$	5,099
Accrued audit, tax and legal	4,298		4,564
Accrued price concessions	2,884		4,539
Accrued taxes	2,847		3,344
Accrued occupancy costs	1,655		1,671
Accrued freight	796		782
Accrued IT costs	683		1,108
Accrued interest	476		476
Accrued contract labor	399		792
Accrued other	5,611		6,021
Total accrued expenses	$	25,632	$	28,396


	January 31, 2023		July 31, 2022
Other Current Liabilities	(In thousands)
Accrued pricing liabilities	$	9,435	$	9,435
Deferred revenue - current	3,489		2,705

Other	2,107		1,342
Total other current liabilities	$	15,031	$	13,482

As of both January 31, 2023 and July 31, 2022, the Company had accrued pricing liabilities of approximately $9.4 million. As previously reported by the Company, several principal adjustments were made to its historic financial statements for periods ended on or before January 31, 2012, the most significant of which related to the treatment of vendor rebates in its pricing policies. Where the retention of a rebate or a mark-up was determined to have been inconsistent with a client contract, the Company concluded that these amounts were not properly recorded as revenue. Accordingly, revenue was reduced by an equivalent amount for the period that the rebate was estimated to have been affected. A corresponding liability for the same amount was recorded in that period (referred to as accrued pricing liabilities). The Company believes that it may not ultimately be required to pay all or any of the accrued pricing liabilities based upon the expiration of statutes of limitations, and due in part to the nature of the interactions with its clients. The remaining accrued pricing liabilities as of January 31, 2023 will be derecognized when there is sufficient information for the Company to conclude that such liabilities are not subject to escheatment and have been extinguished, which may occur through payment, legal release, or other legal or factual determination. The Company has not provided for any provision for interest and or penalties related to escheatment as it has concluded that such is not probable to occur, and any potential interest and penalties cannot be reasonably estimated.

Table of Contents

(7) RESTRUCTURING

ModusLink Restructuring Activities

During the fiscal year ended July 31, 2021, ModusLink implemented a strategic plan to reorganize its sales function and the e-Business operations. The restructuring charges associated with this plan were primarily composed of employee termination costs. In November 2021, ModusLink amended its strategic plan to include reorganizing its supply chain operations and recorded a restructuring charge of approximately $0.9 million during the three months ended January 31, 2022. In July 2022, ModusLink reorganized its supply chain operations in Ireland and recorded a restructuring charge of approximately $0.6 million during the three months ended July 31, 2022, which reduced the restructuring liability at January 31, 2023. The restructuring charges recorded in fiscal year ended July 31, 2022 were primarily composed of employee termination costs.

The table below summarizes restructuring charges in the statements of operations for employee termination costs:


	Three months ended January 31,				Six months ended January 31,
	2023		2022		2023		2022
	(In thousands)
Cost of revenue	$	—	$	646	$	—	$	646
Selling, general and administrative	—		210		—		210
	$	—	$	856	$	—	$	856

Changes to the restructuring liability during the six months ended January 31, 2023 were as follows:


	(in thousands)
Balance as of July 31, 2022	$	892
Costs incurred	—
Cash payments	(722)
Non-cash relief of accrual	—
Change in estimates	(2)
Balance as of January 31, 2023	$	168

The restructuring liability is recorded as a component of accrued expenses in the condensed consolidated balance sheets.

(8)LEASES

The table below presents the components of the Company's lease expense:


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
	(In thousands)
Operating lease cost	$	2,497	$	2,463	$	4,902	$	4,973
Short-term lease expense	437		452		875		739
Variable lease cost	3		4		7		15
Amortization of finance lease assets	—		—		—		—
Interest on finance lease liabilities	—		1		—		2
Sublease income	(291)		(213)		(564)		(213)
	$	2,646	$	2,707	$	5,220	$	5,516

Supplemental Cash Flow Information

Table of Contents

Supplemental cash flow information related to the Company's leases was as follows:


	Six Months Ended January 31,
	2023		2022
	(In thousands)
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	4,826	$	5,044
Operating cash flows from finance leases	$	—	$	2
Financing cash flows from finance leases	$	38	$	36

(9)DEBT

The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below:


	January 31, 2023		July 31, 2022
	(In thousands)
Unsecured
7.50% Convertible Senior Note due March 1, 2024	$	14,940	$	14,940
Credit Facilities
Umpqua Revolver	—		—
Less: unamortized discounts and issuance costs(a)	(2,892)		(3,972)
Total debt, net	$	12,048	$	10,968

(a)Amounts include deferred debt issuance costs related to credit facilities of $56 thousand and $79 thousand as of January 31, 2023 and July 31, 2022, respectively, which are presented in Prepaid expenses and other current assets and Other assets.

7.50% Convertible Senior Note

On February 28, 2019, the Company entered into a 7.50% Convertible Senior Note Due 2024 Purchase Agreement (the "SPHG Note Purchase Agreement") with SPH Group Holdings LLC ("SPHG Holdings"), whereby SPHG Holdings agreed to loan the Company $14.9 million in exchange for a 7.50% Convertible Senior Note due 2024 (the "SPHG Note"). SPHG Holdings has the right, at its option, prior to the close of business on the business day immediately preceding March 1, 2024, the maturity date of the SPHG Note, to convert the SPHG Note or a portion thereof that is $1,000 or an integral multiple thereof, into shares of common stock (if the Company has not received a required stockholder approval) or cash, shares of common stock or a combination of cash and shares of common stock, as applicable (if the Company has received a required stockholder approval), at an initial conversion rate of 421.2655 shares of common stock, which is equivalent to an initial conversion price of approximately $2.37 per share (subject to adjustment as provided in the SPHG Note) per $1,000 principal amount of the SPHG Note, subject to, and in accordance with, the settlement provisions of the SPHG Note. As of January 31, 2023, the if-converted value of the SPHG Note did not exceed the principal value of the SPHG Note. As of January 31, 2023, the remaining period over which the unamortized discount will be amortized is 13 months. As of January 31, 2023 and July 31, 2022, the net carrying value of the SPHG Note was $12.1 million and $11.0 million, respectively. The effective interest rate on the SPHG Note, including accretion of the discount, is 27.8%. The following tables reflect the components of the SPHG Note:


	January 31, 2023		July 31, 2022
	(In thousands)
Carrying amount of equity component	$	8,200	$	8,200

Principal amount of note	$	14,940	$	14,940
Unamortized debt discount	(2,836)		(3,893)
Net carrying amount	$	12,104	$	11,047

Table of Contents


	Three months ended January 31,				Six months ended January 31,
	2023		2022		2023		2022
	(In thousands)
Interest expense related to contractual interest coupon	$	286	$	286	$	573	$	572
Interest expense related to accretion of the discount	547		414		1,056		800
Interest expense related to revolving credit facilities (see below)	12		34		24		69
Other	3		16		21		71
Total interest expense	$	848	$	750	$	1,674	$	1,512

See Note 18 – “Subsequent Events” for additional information regarding the SPHG Note.

Umpqua Revolver

On March 16, 2022, ModusLink, as borrower, entered into a new credit agreement with Umpqua Bank as lender and as agent. The Umpqua Revolver provides for a maximum credit commitment of $12.5 million and a sublimit of $5.0 million for letters of credit and expires on March 16, 2024. Concurrent with signing the Umpqua Revolver ModusLink submitted a notice of termination to MidCap Financial Trust for its $12.5 million revolving credit facility (the “MidCap Credit Facility”), which was set to expire on December 31, 2022. There was no balance outstanding on the Midcap Credit Facility at the time of its termination. As of January 31, 2023, ModusLink was in compliance with the Umpqua Revolver's covenants, and believes it will remain in compliance with the Umpqua Revolver’s covenants for the next twelve months. As of January 31, 2023, ModusLink had available borrowing capacity of $11.9 million and there was $0.6 million available for letters of credit. See Note 18 – “Subsequent Events” for additional information regarding the Umpqua Revolver.

(10)CONTINGENCIES

Legal Proceedings

On April 13, 2018, a purported shareholder, Donald Reith, filed a verified complaint, Reith v. Lichtenstein, et al., 2018-277 (Del. Ch.) in the Delaware Court of Chancery. The complaint alleges class and derivative claims for breach of fiduciary duty and/or aiding and abetting breach of fiduciary duty and unjust enrichment against the Board of Directors, Warren G. Lichtenstein, Glen M. Kassan, William T. Fejes, Jack L. Howard, Jeffrey J. Fenton, Philip E. Lengyel and Jeffrey S. Wald; and stockholders Steel Holdings, Steel Partners, Ltd., SPHG Holdings, Handy & Harman Ltd. and WHX CS Corp. (collectively, the "Steel Parties") in connection with the acquisition of $35.0 million of the Series C Convertible Preferred Stock by SPHG Holdings and equity grants made to Messrs. Lichtenstein, Howard and Fejes on December 15, 2017 (collectively, the "Challenged Transactions"). The Company is named as a nominal defendant. The complaint alleges that although the Challenged Transactions were approved by a Special Committee consisting of the independent members of the Board of Directors (Messrs. Fenton, Lengyel and Wald), the Steel Parties dominated and controlled the Special Committee, who approved the Challenged Transactions in breach of their fiduciary duty. Plaintiff alleges that the Challenged Transactions unfairly diluted stockholders and therefore unjustly enriched Steel Holdings, SPHG Holdings and Messrs. Lichtenstein, Howard and Fejes. The complaint also alleges that the Board of Directors made misleading disclosures in the Company's proxy statement for the 2017 Annual Meeting of Stockholders in connection with seeking approval to amend the 2010 Incentive Award Plan to authorize the issuance of additional shares to accommodate certain shares underlying the equity grants. Remedies requested include rescission of the Series C Convertible Preferred Stock and equity grants, disgorgement of any unjustly obtained property or compensation and monetary damages. On June 8, 2018, defendants moved to dismiss the complaint for failure to plead demand futility and failure to state a claim. On June 28, 2019, the Court denied most of the motion to dismiss allowing the matter to proceed. The defendants answered the complaint on September 6, 2019, denying all liability.

On August 13, 2021, the Company, together with certain of its current and former directors of the Board, Warren Lichtenstein, Glen Kassan, William Fejes, Jr., Jack Howard, Jeffrey Fenton and Jeffrey Wald, as well as other named defendants (collectively, the “Defendants”), entered into a memorandum of understanding (the “MOU”) with Donald Reith (the “Plaintiff”) in connection with the settlement of the Reith v. Lichtenstein, et al., C.A. No. 2018-0277-MTZ (Del. Ch. 2018) class and derivative action. A definitive Stipulation of Settlement (the “Stipulation”) incorporating the terms of the MOU was filed with the Court on February 18, 2022. Pursuant to the MOU and Stipulation, and contingent on approval of the terms by the court, the Defendants agreed to cause their directors’ and officers’ liability insurance carriers to pay to the Company $2.75 million in cash.

Additionally, under the MOU and separate letter agreements between the Company and such individuals (the “Surrender Agreements”), Messrs. Lichtenstein, Howard and Fejes agreed to surrender to the Company an aggregate 3.3 million shares that they had initially received in December 2017 in consideration for services to the Company. The surrenders and cancellations are in the following amounts: for Mr. Lichtenstein, 1,833,333 vested shares and 300,000 unvested shares; for Mr. Howard, 916,667

Table of Contents

vested shares and 150,000 unvested shares; and for Mr. Fejes, 100,000 vested shares. On August 17, 2021, Mr. Lichtenstein and Mr. Howard surrendered the shares required under the MOU, the Stipulation and their respective Surrender Agreements, and in December 2021 Mr. Fejes did the same. All such shares were subsequently cancelled. Pursuant to the MOU and Stipulation, the Company also agreed to pay the Plaintiff’s counsel legal fees for this matter in an amount up to $2.05 million, if approved by the court.

After the parties filed papers in support of court approval of the settlement, and an objector filed papers in opposition to approval of the settlement, and after hearings held on August 12 and August 18, 2022, the parties submitted an amendment to the Stipulation: (i) increasing the proposed total contribution of the insurers to $3.0 million, (ii) reducing Plaintiff’s counsel’s fee request to $1.6 million, and (iii) providing that if the then pending proposed Merger was consummated, the $3 million, minus fees awarded to Plaintiff’s counsel and costs of distribution of up to $125,000, would be distributed to the holders of eligible shares of Common Stock (as defined in the Merger Agreement governing the Merger), other than the Defendants; provided, however, that no distribution would be required to be made to any holder whose proportionate share of the distribution would be less than $1.00. On September 23, 2022, the court ruled that it was denying approval of the settlement. At the court’s instruction, the parties provided a status report on October 24, 2022, reporting that the vote on the proposed Merger had been postponed to October 28, 2022, and proposing to file a revised status report on November 23, 2022. The parties filed the status report on November 23, 2022, reporting that due to the termination of the proposed Merger on November 15, 2022, the parties were conferring on the next steps, and therefore proposed providing another status report within 30 days, or on other such date as the court may order. On November 28, 2022, the court issued a minute order advising that no further status updates were required to be filed in the matter and noting that the court would remain available to hear requests for relief as needed. No trial date or pretrial deadlines are currently scheduled. The possible recovery, if any, with respect to this dispute cannot be determined as of the date of this Quarterly Report on Form 10-Q.

(11)REVENUE RECOGNITION

Disaggregation of Revenue

The following table presents the Company's revenues from contracts with customers disaggregated by major good or service line and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments.


	Three months ended January 31,				Six months ended January 31,
	2023		2022		2023		2022
	(In thousands)
Major Goods/Service Lines
Supply chain management services	$	50,427	$	53,719	101,358		97,661
Other	354		603		782		1,015
	$	50,781	$	54,322	$	102,140	$	98,676
Timing of Revenue Recognition
Services transferred over time	$	50,781	$	54,322	102,140		98,676
	$	50,781	$	54,322	$	102,140	$	98,676

Supply Chain Management Services

ModusLink's revenue primarily comes from the sale of supply chain management services to its clients. Amounts billed to customers under these arrangements include revenue attributable to the services performed as well as for materials procured on the customer's behalf as part of its service to them. The majority of these arrangements consist of two distinct performance obligations (i.e., warehousing/inventory management service and a separate kitting/packaging/assembly service), revenue related to each of which is recognized over time as services are performed using an input method based on the level of efforts expended.

Other

Other revenue consists of cloud-based software subscriptions, software maintenance and support service contracts, and fees for professional services. Revenue related to these arrangements is recognized on a straight-line basis over the term of the agreement or over the term of the agreement in proportion to the costs incurred in satisfying the obligations under the contract.

Table of Contents

Contract Balances

Timing of revenue recognition may differ from timing of invoicing to customers. The Company records contract assets and liabilities related to its contracts with customers as follows:

•Accounts receivable when revenue is recognized prior to receipt of cash payments and if the right to such amounts is unconditional and solely based on the passage of time.

•Contract asset when the Company recognizes revenue based on efforts expended but the right to such amount is conditional upon satisfaction of another performance obligation. The Company's contract assets are all short-term in nature and are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

•Deferred revenue when cash payments are received or due in advance of performance. Deferred revenue is primarily comprised of fees related to supply chain management services, cloud-based software subscriptions and software maintenance and support service contracts, which are generally billed in advance. Deferred revenue also includes other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. The deferred revenue balance is classified as a component of other current liabilities and other long-term liabilities on the Company's condensed consolidated balance sheets.

The table below presents information for the Company's contract balances:


	January 31, 2023		July 31, 2022
	(In thousands)
Accounts receivable, trade, net	$	37,180	$	40,083
Contract assets	508		369

Deferred revenue - current	$	3,489	$	2,705
Deferred revenue - long-term	88		134
Total deferred revenue	$	3,577	$	2,839

Remaining Performance Obligations

Remaining performance obligations are comprised of deferred revenue. Changes in deferred revenue during the six months ended January 31, 2023 and January 31, 2022, were as follows:


	Six Months Ended January 31,
	2023		2022
	(In thousands)
Balance at beginning of period	$	2,839	$	2,320
Deferral of revenue	1,483		1,656
Recognition of deferred amounts upon satisfaction of performance obligation	(745)		(588)
Balance at end of period	$	3,577	$	3,388

The Company expects to recognize approximately $3.5 million of the deferred revenue over the next twelve months and the remaining $0.1 million beyond that time period.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

(12)INCOME TAXES

The Company operates in multiple taxing jurisdictions, both within and outside of the United States. For the six months ended January 31, 2023, the Company was profitable in certain jurisdictions, resulting in an income tax expense using enacted rates in those jurisdictions. As of both January 31, 2023 and July 31, 2022, the total amount of the liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $0.8 million.

Table of Contents

On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate minimum tax rate on the adjusted financial statement income of certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022 by U.S. publicly traded corporations and certain U.S. subsidiaries of non-U.S. publicly traded corporations, as well as significant enhancements of U.S. tax incentives relating to climate and energy investments. Although we do not expect the IRA to have a material impact on our consolidated financial statements, the full effect on us is uncertain.

On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security ("CARES") Act into law, which is intended to respond to the COVID-19 pandemic and its impact on the economy, public health, state and local governments, individuals and businesses.

We do not expect the CARES Act to have a material impact on our consolidated financial statements.

Uncertain Tax Positions

In accordance with the Company's accounting policy, interest related to unrecognized tax benefits is included in the income tax expense line of the condensed consolidated statements of operations. As of January 31, 2023 and July 31, 2022, the liabilities for interest expense related to uncertain tax positions were $0.01 million and $0.1 million, respectively. The Company expects $0.2 million of unrecognized tax benefits and related interest to reverse in the next twelve months. The Company is subject to U.S. federal income tax and various state, local and international income taxes in numerous jurisdictions. The federal and state tax returns are generally subject to tax examinations for the tax years ended July 31, 2019 through July 31, 2022. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. In addition, a number of tax years remain subject to examination by the appropriate government agencies for certain countries in the Europe and Asia regions. In Europe, the Company's 2014 through 2021 tax years remain subject to examination in most locations, while the Company's 2010 through 2021 tax years remain subject to examination in most Asia locations.

Table of Contents

(13)EARNINGS (LOSS) PER SHARE

The following table reconciles net earnings (loss) per share for the three and six months ended January 31, 2023 and 2022:


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
	(In thousands, except per share data)
Reconciliation of net (loss) income to net (loss) income attributable to common stockholders after assumed conversions:
Net (loss) income from continuing operations	$	(526)	$	(1,486)	$	4,431	$	(2,469)
Loss from discontinued operations	—		(21,491)		—		(40,002)
Net (loss) income	(526)		(22,977)		4,431		(42,471)
Less: Preferred dividends on redeemable preferred stock	(537)		(537)		(1,074)		(1,074)
Net (loss) income attributable to common stockholders	$	(1,063)	$	(23,514)	$	3,357	$	(43,545)






Net (loss) income per common share - basic
Net (loss) income from continuing operations	$	(0.02)	$	(0.03)	$	0.06	$	(0.06)
Net loss from discontinued operations	—		(0.36)		—		(0.67)
Net (loss) income attributable to common stockholders	$	(0.02)	$	(0.39)	$	0.06	$	(0.73)

Net (loss) income per common share - diluted
Net (loss) income from continuing operations	$	(0.02)	$	(0.03)	$	0.06	$	(0.06)
Net loss from discontinued operations	—		(0.36)		—		(0.67)
Net (loss) income attributable to common stockholders	$	(0.02)	$	(0.39)	$	0.06	$	(0.73)

Weighted average common shares outstanding - basic	60,178		59,748		60,129		60,027
Effect of dilutive securities:
Common stock equivalents - Restricted stock and restricted stock shares	—		—		508		—


Weighted average common shares outstanding - diluted	60,178		59,748		60,637		60,027

Basic net (loss) income per common share is calculated using the weighted average number of common shares outstanding during the period.

Diluted net (loss) income per common share considers the impact of potentially dilutive securities except in periods in which there is a net loss because the inclusion of the potential common shares would have an anti-dilutive effect. Diluted net (loss) income per common share, if any, gives effect to diluted stock options (calculated based on the treasury stock method), non-vested restricted stock shares purchased under the employee stock purchase plan and shares issuable upon debt or preferred stock conversion (calculated using an as-if converted method).

For the three months ended January 31, 2023, $0.8 million of interest expense, net of tax related to convertible debt and $0.5 million of preferred dividends were excluded from the numerator in the calculation of diluted net loss per share as their inclusion would have been antidilutive. For the three months ended January 31, 2022, $0.7 million of interest expense, net of tax impact related to convertible debt and $0.5 million of preferred dividends were excluded from the numerator in the calculation of diluted net loss per share as their inclusion would have been antidilutive.

For the three months ended January 31, 2023 and 2022, 24.7 million common stock equivalent shares (including those related to convertible debt and preferred stock) were excluded from the denominator in the calculation of diluted net loss per share as their inclusion would have been antidilutive.

For the six months ended January 31, 2023, $1.6 million of interest expense, net of tax related to convertible debt and $1.1 million of preferred dividends were excluded from the numerator in the calculation of diluted net income per share as their inclusion would have been antidilutive. For the six months ended January 31, 2022, $1.4 million of interest expense, net of tax impact related to convertible debt and $1.1 million of preferred dividends were excluded from the numerator in the calculation of diluted net loss per share as their inclusion would have been antidilutive.

Table of Contents

For the six months ended January 31, 2023, 24.2 million common stock equivalent shares (including those related to convertible debt and preferred stock) were excluded from the denominator in the calculation of diluted net income per share as their inclusion would have been antidilutive. For the six months ended January 31, 2022, 24.7 million common stock equivalent shares (including those related to convertible debt and preferred stock) were excluded from the denominator in the calculation of diluted net loss per share as their inclusion would have been antidilutive.

(14)COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) combines net income (loss) and other comprehensive items. Other comprehensive items represent certain amounts that are reported as components of stockholders' equity in the accompanying condensed consolidated balance sheets. Accumulated other comprehensive items consist of the following:


	Foreign Currency Items		Pension Items		Total
	(In thousands)
Accumulated other comprehensive income (loss) as of July 31, 2022	$	6,063	$	(1,923)	$	4,140
Foreign currency translation adjustment	1,818		—		1,818

Pension liability adjustments	—		(1,078)		(1,078)
Net current-period other comprehensive income	1,818		(1,078)		740
Accumulated other comprehensive income (loss) as of January 31, 2023	$	7,881	$	(3,001)	$	4,880


	Foreign Currency Items		Pension Items		Total
	(In thousands)
Accumulated other comprehensive income (loss) as of July 31, 2021	$	9,762	$	(2,600)	$	7,162
Foreign currency translation adjustment	185		—		185


Net current-period other comprehensive income	185		—		185
Accumulated other comprehensive income (loss) as of January 31, 2022	$	9,947	$	(2,600)	$	7,347

During the year ended July 31, 2020, a Netherlands defined benefit pension plan was amended such that active participants no longer accrued benefits as of January 1, 2020, which resulted in a pre-tax curtailment gain of $2.4 million recognized in accumulated other comprehensive income (loss). At that time, the active plan participants were moved into a new defined benefit contribution pension plan. During the six months ended January 31, 2023, the Company recorded an increase of approximately $1.1 million to accrued pension liabilities for the defined benefit pension plan as it was determined that plan participants are entitled to unconditional indexation of benefits for as long as they remain in active service with the Company.

(15)SEGMENT INFORMATION

Subsequent to the Company’s disposition of the Direct Marketing reportable segment in the IWCO Direct Disposal, the Company has one reportable segment: Supply Chain. The Company also has Corporate-level activity, which consists primarily of costs associated with certain corporate administrative functions such as legal, finance and share-based compensation, which are not allocated to the Company's reportable segment. The Corporate-level balance sheet information includes cash and cash equivalents, debt and other assets and liabilities which are not allocated to the operations of the Company's operating segment. All significant intra-segment amounts have been eliminated. Management evaluates segment performance based on segment net revenue and operating income (loss).

Management evaluates segment performance based on segment net revenue, operating income (loss) and "adjusted operating income (loss)," which is defined as the operating income (loss) excluding net charges related to depreciation, amortization of long-lived asset impairment, share-based compensation and restructuring. These items are excluded because they may be considered to be of a non-operational or non-cash nature. Historically, the Company has recorded significant impairment and restructuring charges, and therefore management uses adjusted operating income (loss) to assist in evaluating the performance of the Company's core operations.

Summarized financial information of the Company's continuing operations by operating segment is as follows:

Table of Contents


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
	(In thousands)
Net revenue:
Supply Chain	$	50,781	$	54,322	102,140		98,676
Total segment net revenue	50,781		54,322		$	102,140	$	98,676
Operating income:
Supply Chain	5,388		2,374		11,238		4,347
Total segment operating income	5,388		2,374		11,238		4,347
Corporate-level activity	(2,785)		(2,323)		(4,756)		(3,725)
Total operating income	2,603		51		6,482		622
Total other expense, net	(3,475)		(814)		(1,272)		(2,053)
(Loss) income before income taxes	$	(872)	$	(763)	$	5,210	$	(1,431)


	January 31, 2023		July 31, 2022
	(In thousands)
Total assets:
Supply Chain	$	126,913	$	101,637
Corporate	29,199		36,112
Total assets	$	156,112	$	137,749

Summarized financial information of the Company's capital expenditures and depreciation expense for the Supply Chain reportable segment is as follows:


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
	(In thousands)
Capital expenditures	$	318	$	463	$	866	$	826
Depreciation expense	465		545		924		1,175

Summarized financial information of the Company's net revenue by geographic location is as follows:


	Three Months Ended January 31,				Six Months Ended January 31,
	2023		2022		2023		2022
	(In thousands)
Mainland China	$	16,231	$	19,424	$	34,196	$	35,390
United States	13,173		13,707		25,345		$	24,153
Czech	7,535		3,990		13,295		6,757
Singapore	5,102		4,752		10,234		9,916
Netherlands	4,926		6,227		10,277		11,876
Other	3,814		6,222		8,793		10,584
	$	50,781	$	54,322	$	102,140	$	98,676

(16)RELATED PARTY TRANSACTIONS

As of January 31, 2023, SPHG Holdings and its affiliates, including Steel Holdings, Handy & Harman Ltd. and Steel Partners Ltd., beneficially owned approximately 49.8% of our outstanding capital stock, including the if-converted value of the SPHG Note and shares of Series C Convertible Preferred Stock that vote on an as-converted basis together with our common

Table of Contents

stock. Warren G. Lichtenstein, our Interim Chief Executive Officer and the Executive Chairman of our Board, is also the Executive Chairman of Steel Holdings GP. Glen Kassan, our Vice Chairman of the Board of Directors and former Chief Administrative Officer, is an employee of Steel Services. Jack L. Howard, the President and a director of Steel Holdings GP, is also a director.

SPHG Note Transaction

On February 28, 2019, the Company entered into a SPHG Note Purchase Agreement with SPHG Holdings, whereby SPHG Holdings agreed to loan the Company $14.9 million in exchange for the SPHG Note. As of both January 31, 2023 and July 31, 2022, SPHG Holdings held $14.9 million principal amount of the SPHG Note. As of January 31, 2023 and July 31, 2022, the net carrying value of the SPHG Note was $12.1 million and $11.0 million, respectively. During the three months ended January 31, 2023 and 2022, the Company recognized interest expense of $0.8 million and $0.7 million, respectively, associated with the SPHG Note. During the six months ended January 31, 2023 and 2022, the Company recognized interest expense of $1.6 million and $1.4 million, respectively, associated with the SPHG Note.

Preferred Stock Transaction

On December 15, 2017, the Company entered into a Preferred Stock Purchase Agreement with SPHG Holdings, pursuant to which the Company issued 35,000 shares of the Company's newly created Series C Convertible Preferred Stock to SPHG Holdings at a price of $1,000 per share, for an aggregate purchase consideration of $35.0 million. The terms, rights, obligations and preferences of the Series C Convertible Preferred Stock are set forth in the Series C Certificate of Designations, which has been filed with the Secretary of State of the State of Delaware. During each of the three months ended January 31, 2023 and 2022, the Company paid dividends of $0.5 million associated with the Series C Convertible Preferred Stock. During each of the six months ended January 31, 2023 and 2022, the Company paid dividends of $1.1 million associated with the Series C Convertible Preferred Stock.

On or after December 15, 2022, each holder of Preferred Stock can also require the Company to redeem its Preferred Stock in cash at a price equal to the Liquidation Preference (as defined in Series C Certificate of Designations), or approximately $35.2 million. As of January 31, 2023, this right had not been exercised by holders of the Preferred Stock.

STCN Management Services Agreement

On June 14, 2019, the Company entered into an agreement (the "STCN Management Services Agreement") with Steel Services Ltd. ("Steel Services"), an indirect wholly-owned subsidiary of Steel Holdings. The Management Services Agreement was effective as of June 1, 2019. Pursuant to the STCN Management Services Agreement, Steel Services provides the Company and its subsidiaries with the non-exclusive services of certain employees, including certain executive officers and other corporate services. In connection with the IWCO Direct Disposal, the monthly fee under the STCN Management Services Agreement was reduced effective on the Disposal Date primarily for the portion of the fee attributable to IWCO Direct. Total expenses incurred related to the STCN Management Services Agreement for the three months ended January 31, 2023 and 2022 were $0.6 million and $0.9 million, respectively. Total expenses incurred related to the STCN Management Services Agreement for the six months ended January 31, 2023 and 2022 were $1.2 million and $1.8 million, respectively. As of January 31, 2023 and July 31, 2022, amounts due to Steel Services was $0.5 million and $1.0 million, respectively.

Termination of Proposed Merger with Steel Holdings

On November 15, 2022, Steel Holdings terminated the Merger Agreement with Steel Holdings. See Note 1 - "Nature of Operations" for further discussion.

(17)FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement, provides that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets

Table of Contents

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs

Level 3: Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants would price the assets or liabilities

The carrying value of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, current liabilities and the revolving line of credit under the Umpqua Revolver approximate fair value because of the short maturity of these instruments. We believe that the carrying value of our long-term debt approximates fair value because the stated interest rates of this debt is consistent with current market rates. The carrying value of capital lease obligations approximates fair value, as estimated by using discounted future cash flows based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following tables present the Company's financial assets measured at fair value on a recurring basis as of January 31, 2023 and July 31, 2022, classified by fair value hierarchy:


			Fair Value Measurements at Reporting Date Using
(In thousands)	January 31, 2023		Level 1		Level 2		Level 3
Assets:
Money market funds	$	25,435	$	25,435	$	—	$	—


			Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2022		Level 1		Level 2		Level 3
Assets:
Money market funds	$	31,756	$	31,756	$	—	$	—

There were no transfers between Levels 1, 2 or 3 during any of the periods presented.

When available, quoted prices are used to determine fair value. When quoted prices in active markets are available, investments are classified within Level 1 of the fair value hierarchy. When quoted prices in active markets are not available, fair values are determined using pricing models, and the inputs to those pricing models are based on observable market inputs. The inputs to the pricing models are typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company reviews the carrying amounts of these assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of the asset group or reporting unit is not recoverable and exceeds its fair value. The Company estimates the fair values of assets subject to impairment based on the Company's own judgments about the assumptions that market participants would use in pricing the assets and on observable market data, when available.

Fair Value of Financial Instruments

The Company's financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, customer deposits, accounts payable, restricted cash and debt, and are reflected in the consolidated financial statements at carrying value. With the exception of the SPHG Note and long-term debt, carrying value approximates fair value for these items due to their short-term nature. The Company believes that the carrying value of the liability component of the SPHG Note and our long-term debt approximates fair value because the stated interest rates of this debt is consistent with current market rates. Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets are money market funds. These are valued at quoted market prices in active markets.

Table of Contents

(18) SUBSEQUENT EVENTS

SPHG Convertible Note Amendment

On March 9, 2023, the Company and SPHG Holdings entered into an amendment to the SPHG Note (the “SPHG Note Amendment”). Pursuant to the SPHG Note Amendment, the maturity date of the SPHG Note was extended six months to September 1, 2024. In addition, the Company repaid $1.0 million in principal amount of the SPHG Note and will be required to repay an additional $1.0 million principal amount of the note on the three month anniversary of the SPHG Note Amendment. In connection with the SPHG Note Amendment, the Company paid SPHG Holdings a cash amendment fee of $0.1 million.

Investment Sale

The Company owns 9.8% of a privately-held software company (the "Investee"), which was acquired in the early 2000s and whose book value was written down to zero in prior years. The Company was not required to account for this Investee as an equity method investment.

On November 11, 2022, the Investee entered into an asset purchase agreement to sell substantially all of its assets for $40.8 million (the "Purchase Price"). The sale was approved by shareholders on December 15, 2022 and closed in February 2023. The Company received the first distribution of approximately $1.9 million on March 10, 2023, which was communicated as 66.8% of the total distribution to the Company. The Investee also communicated that the total distribution to the Company would be approximately $2.8 million, with the remaining amounts to be distributed in the Summer of 2023, Spring of 2024 and the Fall of 2024. When received, the Company will recognize the cash proceeds as other income on the condensed consolidated statement of operations.

Umpqua Credit Facility Amendment

On March 13, 2023, ModusLink and Umpqua Bank entered into an amendment to the Umpqua Revolver (the "Umpqua Revolver Amendment") to extend the expiration date of the facility to March 31, 2025. There were n