Hireright (MM) (NASDAQ:HIRE)
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HireRight, Inc. (NasdaqGM: HIRE), a leading provider of on-demand
employment screening solutions, today announced financial results for
the second quarter ended June 30, 2008.
Service revenue for the second quarter increased 7.2% to $18.0 million,
compared to $16.8 million in the second quarter of 2007. Gross profit
for the quarter rose to $10.4 million from $9.4 million in the prior
year quarter. Gross profit as a percentage of service revenue rose to
57.8%, compared to 56.2% in the same quarter a year ago.
HireRight president and chief executive officer, Eric Boden, stated, “In
the second quarter, in spite of the challenging economic environment, we
executed well and exceeded expectations. We are pleased with our new
customer growth in the second quarter. We plan to continue investing in
initiatives to grow our customer base and extend our leadership
position, which also should enhance our ability to deliver outstanding
service and support to our existing customers.”
Operating income, excluding $1.2 million in financial advisory, legal
advisory and ancillary costs relating to the pending merger transaction,
increased 4.6% to $3.3 million from $3.1 million in the prior year
period. Income from operations including the pending merger expenses was
$2.1 million for the second quarter of 2008, compared to $3.1 million
during the same prior year period.
The Company also recorded an impairment charge of $0.8 million in the
second quarter of 2008 as a result of the current lack of liquidity in
its auction rate securities portfolio due to current market conditions.
As of December 31, 2007 the Company held auction rate securities with a
par value of $37.6 million, and as of June 30, 2008 the balance
decreased to a par value of $11.8 million as a result of sales and
redemptions.
Net income was $1.2 million, or $0.10 per diluted share, a decrease from
$1.9 million in the second quarter of 2007. Excluding the foregoing
pending merger related costs and the impairment charge, net income was
$2.5 million, or $0.21 per diluted share, taking into consideration the
tax-effect of these items. The adjusted net income amount represents an
increase of $0.6 million from the second quarter of 2007. The effective
tax rate for the second quarter of 2008 was approximately 32.5%.
Cash, equivalents, and investments totaled $58.0 million at the end of
the second quarter of 2008, an increase from $55.4 million at the end of
2007. The increase was primarily due to operating earnings and
additional interest income earned during the current six-month period.
Information on non-GAAP financial measures is presented below under
"Non-GAAP Financial Measures."
As previously reported, HireRight has entered into an agreement and plan
of merger, as amended, with US Investigations Services, LLC (“USIS”)
and a wholly-owned subsidiary of USIS (the “Merger
Sub”) pursuant to which it is anticipated that
the Merger Sub will merge with and into HireRight, and HireRight will
become a wholly-owned subsidiary of USIS. HireRight announced on July
25, 2008 that a record date and special meeting date have been
established for the Company’s stockholders to
consider and vote on the proposal to approve the agreement and plan of
merger with USIS. HireRight stockholders of record at the close of
business on July 15, 2008 will be entitled to notice of the special
meeting and to vote on the proposal. The special meeting is scheduled to
be held at 9:00 a.m. (PDT) on August 18, 2008 at HireRight's principal
executive offices located at 5151 California Avenue, Irvine, California
92617. Consummation of the merger is subject to receipt of approval from
HireRight’s stockholders, as well as
satisfaction of customary closing conditions, and the merger is expected
to be completed in the third quarter of 2008.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This message may contain forward-looking statements based on our current
expectations, estimates and projections about our industry, management’s
beliefs, and certain assumptions made by us. Words such as
''anticipates,'' ''expects,'' ''intends,'' ''plans,'' ''believes,''
''seeks,'' ''estimates,'' ''may,'' ''will'' and variations of these
words or similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to, our
expectations regarding our future financial condition and results of
operations, any statements or implications regarding our future customer
growth and the impact of our growth initiatives, our expectations
regarding the consummation of the merger and impact of the merger. Such
statements speak only as of the date hereof and are subject to change.
We undertake no obligation to revise or update publicly any
forward-looking statements for any reason. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Therefore,
our actual results could differ materially and adversely from those
expressed in any forward-looking statements as a result of various
factors. Important factors that may cause such a difference include, but
are not limited to, the various risks and uncertainties described in the “Risk
Factors” section of our Annual Report on Form
10-K for the year ended December 31, 2007 and our subsequent Form 10-Q
filings, the risk that our business could suffer due to the uncertainty
relating to the merger, the fact that the merger may not be consummated
or may be delayed, and the general economic and political conditions and
specific conditions that may impact our operations, including hiring
trends. Further information on HireRight, Inc., including additional
risk factors that may affect our forward looking statements, is
contained in our Annual Report on Form 10-K and our other SEC filings
that are available through the SEC’s website (www.sec.gov).
Additional Information about the Merger and Where to Find It
This press release is not a solicitation of a proxy, an offer to
purchase nor a solicitation of an offer to sell shares of HireRight, and
it is not a substitute for any proxy statement or other filings that
have been or may be made with the SEC should the proposed merger go
forward. In connection with the proposed merger, HireRight has filed a
proxy statement with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
ENTIRE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. A definitive proxy statement and supplement thereto
have been sent to the stockholders of HireRight. Investors and security
holders may also obtain a free copy of the proxy statement and other
documents filed by HireRight with the SEC at the SEC’s
web site at http://www.sec.gov. Free
copies of the proxy statement and other documents filed by HireRight
with the SEC may also be obtained by requesting them in writing from
HireRight at 5151 California Avenue, Irvine, CA 92617, or by telephone
at 949-428-5855.
Proxy Solicitation
HireRight and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of HireRight’s
participants in such solicitation, including their respective security
holdings, is set forth in HireRight’s proxy
statement for such merger, which was filed with the Securities and
Exchange Commission on July 25, 2008.
About HireRight
HireRight is a leading provider of on-demand employment background and
drug screening solutions that help organizations efficiently implement,
manage and control screening programs. Many companies, including 70 of
the Fortune 500, trust HireRight because the company delivers
customer-focused solutions that we believe provides greater efficiency
and faster results. HireRight also provides pre-integrated employment
screening services through enterprise e-recruiting solutions from top
providers such as Oracle/PeopleSoft, Taleo, Vurv, ADP/VirtualEdge and
PeopleAdmin. HireRight’s worldwide
headquarters are located in Irvine, California with offices and
affiliates around the globe. For more information, visit the company’s
web site at www.hireright.com.
HIRERIGHT, INC.
CONDENSED, CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,
December 31,
(in thousands, except share amounts)
2008
2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
46,982
$
17,819
Short-term investments
1,550
29,005
Accounts receivable, net of allowance for doubtful accounts of
$109 and $153 at June 30, 2008 and December 31, 2007,
respectively, and reserve for sales allowances of $147 and $139 at
June 30, 2008 and December 31, 2007, respectively
12,043
10,002
Prepaid expenses and other current assets
2,239
1,216
Deferred tax asset—current
1,301
1,331
Total current assets
64,115
59,373
Property and equipment, net of accumulated depreciation and
amortization of $6,407 and $5,597 at June 30, 2008 and December
31, 2007, respectively
2,188
2,003
Long-term investments
9,513
8,595
Other assets
523
486
Deferred tax asset—non-current
964
964
TOTAL
$
77,303
$
71,421
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
4,602
$
3,428
Accrued liabilities
2,502
1,228
Accrued payroll and benefits
3,326
3,790
Total current liabilities
10,430
8,446
OTHER LIABILITIES
100
203
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value—100,000,000
shares authorized; 11,536,114 and 11,233,597 shares issued and
outstanding at June 30, 2008 and December 31, 2007, respectively
115
112
Additional paid-in capital
69,359
68,071
Other comprehensive gain—currency
translation
14
11
Accumulated deficit
(2,715
)
(5,422
)
Net stockholders’ equity
66,773
62,772
TOTAL
$
77,303
$
71,421
HIRERIGHT, INC.
CONDENSED, CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
(in thousands, except per share data)
2008
2007
2008
2007
REVENUE:
Service revenue
$
18,013
$
16,806
$
33,775
$
31,321
Reimbursed fee revenue
1,819
1,770
3,382
3,275
Total revenue
19,832
18,576
37,157
34,596
COST OF REVENUE:
Cost of service revenue
7,597
7,364
14,965
14,380
Reimbursed fees paid
1,819
1,770
3,382
3,275
Total cost of revenue
9,416
9,134
18,347
17,655
GROSS PROFIT
10,416
9,442
18,810
16,941
OPERATING EXPENSES:
Research and development
1,167
1,023
2,214
1,932
Sales and marketing
3,177
2,706
6,114
5,085
General and administrative
4,000
2,586
6,622
4,873
Total operating expenses
8,344
6,315
14,950
11,890
INCOME FROM OPERATIONS
2,072
3,127
3,860
5,051
OTHER INCOME (EXPENSE):
Interest income
343
120
926
212
Interest expense
-
2
-
1
Other income (expense)—net
(762
)
(6
)
(776
)
(7
)
Total other income (expense) —net
(419
)
116
150
206
INCOME BEFORE INCOME TAXES
1,653
3,243
4,010
5,257
INCOME TAX PROVISION
449
1,343
1,303
2,180
NET INCOME
1,204
1,900
2,707
3,077
Preferred stock dividends
-
(544
)
-
(1,087
)
Income allocable to preferred stockholders
-
(1,028
)
-
(1,509
)
NET INCOME ALLOCABLE TO COMMON
STOCKHOLDERS
$
1,204
$
328
$
2,707
$
481
EARNINGS PER SHARE:
Basic
$
0.10
$
0.17
$
0.24
$
0.24
Diluted
$
0.10
$
0.11
$
0.22
$
0.16
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES:
Basic
11,481
1,975
11,467
1,966
Diluted
12,190
3,086
12,169
3,053
HIRERIGHT, INC.
Non-GAAP Financial Measures
(In millions, except per share amounts)
Table #1
Three Months Ended
Six Months Ended
Reconciliation of net income to adjusted net income
June 30,
June 30,
2008
2007
2008
2007
Net income
$
1.2
$
1.9
$
2.7
$
3.1
Certain significant items:
Merger related expenses
1.2
-
1.2
-
Impairment charge
0.8
-
0.8
-
Tax benefit
(0.7
)
-
(0.7
)
-
Adjusted net income
$
2.5
$
1.9
$
4.0
$
3.1
Table #2
Reconciliation of diluted earnings per share to adjusted
diluted earnings per share
Diluted earnings per share
$
0.10
$
0.11
$
0.22
$
0.16
Merger related expenses and impairment charge
0.11
-
0.11
-
Adjusted diluted earnings per share
$
0.21
$
0.11
$
0.33
$
0.16
Shares used for computing adjusted diluted earnings per share
12.2
3.1
12.2
3.1
Table #3
Reconciliation of operating income to adjusted operating income
Operating income
$
2.1
$
3.1
$
3.9
$
5.1
Merger related expenses
$
1.2
$
-
$
1.2
$
-
Adjusted operating income
$
3.3
$
3.1
$
5.1
$
5.1