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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

For the quarterly period ended July 31, 2004

 

or

 

¨ 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 001-14505

 


 

KORN/FERRY INTERNATIONAL

(Exact name of registrant as specified in its charter)

 


 

Delaware   95-2623879

(State of other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

1800 Century Park East, Suite 900, Los Angeles, California 90067

(Address of principal executive offices) (Zip code)

 

(310) 552-1834

(Registrant’s telephone number, including area code)

 


 

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, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

The number of shares outstanding of our common stock as of September 7, 2004 was 38,984,692.

 



Table of Contents

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

Table of Contents

 

         Page

PART I.

  FINANCIAL INFORMATION     

Item 1.

  Financial Statements     
    Consolidated Balance Sheets as of July 31, 2004 (unaudited) and April 30, 2004    3
    Unaudited Consolidated Statements of Operations for the three months ended July 31, 2004 and 2003    4
    Unaudited Consolidated Statements of Cash Flows for the three months ended July 31, 2004 and 2003    5
    Notes to Unaudited Condensed Consolidated Financial Statements    6

Item 2

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    13

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    18

Item 4

  Controls and Procedures    19

PART II.

  OTHER INFORMATION     

Item 6.

  Exhibits and Reports on Form 8-K    20
SIGNATURE    21
CERTIFICATIONS     

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

    

As of

July 31, 2004


   

As of

April 30, 2004


 
     (unaudited)        
ASSETS                 

Cash and cash equivalents

   $ 86,287     $ 108,102  

Marketable securities

     7,266       —    

Receivables due from clients, net of allowance for doubtful accounts of $7,414 and $6,159

     67,413       52,306  

Income tax and other receivables

     4,714       5,812  

Deferred income taxes

     9,320       9,320  

Prepaid expenses

     11,182       10,128  
    


 


Total current assets

     186,182       185,668  

Property and equipment, net

     18,769       19,603  

Cash surrender value of company owned life insurance policies, net of loans

     59,324       58,868  

Deferred income taxes

     28,375       27,352  

Goodwill

     98,574       98,481  

Deferred financing costs, investments and other

     7,514       7,670  
    


 


Total assets

   $ 398,738     $ 397,642  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Accounts payable

   $ 9,032     $ 8,676  

Income taxes payable

     3,855       2,956  

Compensation and benefits payable

     42,180       60,957  

Other accrued liabilities

     23,860       24,785  
    


 


Total current liabilities

     78,927       97,374  
    


 


Deferred compensation and other retirement plans

     54,168       53,018  

Long-term debt

     45,195       44,400  

Other

     10,577       11,456  

7.5% Convertible mandatorily redeemable preferred stock, net of unamortized discount and issuance costs, redemption value $11,485

     10,747       10,512  
    


 


Total liabilities

     199,614       216,760  
    


 


Stockholders’ equity

                

Common stock: $0.01 par value, 150,000 shares authorized, 40,061 and 39,363 shares

                

issued and 39,012 and 38,170 shares outstanding

     318,287       307,003  

Retained deficit

     (112,833 )     (121,204 )

Unearned restricted stock compensation

     (4,568 )     (2,341 )

Accumulated other comprehensive loss

     (949 )     (1,596 )
    


 


Stockholders’ equity

     199,937       181,862  

Less: Notes receivable from stockholders

     (813 )     (980 )
    


 


Total stockholders’ equity

     199,124       180,882  
    


 


Total liabilities and stockholders’ equity

   $ 398,738     $ 397,642  
    


 


 

3


Table of Contents

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

     Three Months Ended July 31,

 
     2004

    2003

 
     (unaudited)  

Fee revenue

   $ 102,807     $ 72,587  

Reimbursed out-of-pocket engagement expenses

     5,376       5,746  
    


 


Total revenue

     108,183       78,333  

Compensation and benefits

     64,876       51,318  

General and administrative expenses

     20,844       16,810  

Out-of-pocket engagement expenses

     5,638       5,796  

Depreciation and amortization

     2,242       2,787  

Restructuring charges

     —         8,526  
    


 


Total operating expenses

     93,600       85,237  

Operating income (loss)

     14,583       (6,904 )

Interest income and other income, net

     404       461  

Interest expense

     (2,553 )     (2,709 )
    


 


Income (loss) before provision for income taxes and equity in earnings of unconsolidated subsidiaries

     12,434       (9,152 )

Provision for income taxes

     4,486       456  

Equity in earnings of unconsolidated subsidiaries

     423       171  
    


 


Net income (loss)

   $ 8,371     $ (9,437 )

Basic earnings (loss) per common share

   $ 0.22     $ (0.25 )
    


 


Basic weighted average common shares outstanding

     37,801       37,437  
    


 


Diluted earnings (loss) per common share

   $ 0.20     $ (0.25 )
    


 


Diluted weighted average common shares outstanding

     45,861       37,437  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


Table of Contents

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Three Months Ended July 31,

 
     2004

    2003

 
     (unaudited)  

Cash from operating activities:

                

Net income (loss)

   $ 8,371     $ (9,189 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

                

Depreciation and amortization

     2,242       2,787  

Interest paid in kind and amortization of discount on convertible securities

     1,177       888  

Gain on disposition of property and equipment

     (10 )     (20 )

Provision for doubtful accounts

     2,062       687  

Gains on cash surrender value of life insurance policies

     (1,000 )     (1,000 )

Deferred income tax

     (1,023 )     (965 )

Tax benefit from exercise of stock options

     1,566       —    

Asset impairment charge

     —         464  

Restricted stock compensation

     487       358  

Variable stock-based compensation

     94       535  

Change in other assets and liabilities:

                

Deferred compensation

     940       1,659  

Receivables

     (16,410 )     1,700  

Prepaid expenses

     (1,054 )     804  

Investment in unconsolidated subsidiaries

     (386 )     33  

Income taxes

     899       —    

Accounts payable and accrued liabilities

     (19,059 )     (20,452 )

Other

     (604 )     (438 )
    


 


Net cash used in operating activities

     (21,708 )     (22,149 )
    


 


Cash from investing activities:

                

Purchase of property and equipment

     (999 )     (613 )

Purchase of marketable securities

     (7,266 )     —    

Business acquisitions

     (419 )     —    

Premiums on life insurance policies

     (662 )     (1,037 )

Proceeds from life insurance policy benefits

     339       —    

Purchase of Futurestep minority shares

     —         (570 )
    


 


Net cash used in investing activities

     (9,007 )     (2,220 )
    


 


Cash from financing activities:

                

Payment of acquisition notes

     —         (5,099 )

Payments on life insurance policy loans

     (308 )     —    

Borrowings under life insurance policies

     1,514       1,098  

Purchase of common stock

     (374 )     —    

Proceeds from issuance of common stock upon exercise of employee stock options and in connection with an employee stock purchase plan

     7,378       79  

Receipts on stockholders’ notes

     167       164  

Dividends paid on preferred stock

     —         (52 )
    


 


Net cash provided by (used in) financing activities

     8,377       (3,810 )
    


 


Effect of exchange rate changes on cash flows

     523       (623 )
    


 


Net decrease in cash and cash equivalents

     (21,815 )     (28,802 )

Cash and cash equivalents at beginning of the period

     108,102       82,685  
    


 


Cash and cash equivalents at end of the period

   $ 86,287     $ 53,883  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


Table of Contents

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

1. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The consolidated financial statements for the three months ended July 31, 2004 and 2003 include the accounts of Korn/Ferry International (“KFY”) and all of its wholly and majority owned domestic and international subsidiaries (collectively, the “Company”). The consolidated financial statements are unaudited, but include all adjustments, consisting of normal recurring accruals and any other adjustments, that management considers necessary for a fair presentation of the results for these periods. These financial statements have been prepared consistently with the accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2004 (“Annual Report”) and should be read together with the Annual Report.

 

Critical Accounting Policies and Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. As a result, actual results could differ from these estimates. The most significant areas that require management judgment are revenue recognition, deferred compensation and deferred income taxes.

 

Stock Based Compensation

 

The Company accounts for its employee stock options under the recognition and measurement principles of Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees and related interpretations” (APB 25). Under APB No. 25, no stock-based compensation is reflected in operations, as all options granted under the plans have an exercise price equal to the fair market value of the underlying common stock on the date of grant and the related number of shares granted is fixed at that point in time.

 

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure” (“SFAS No. 148”), effective for fiscal years ending after December 15, 2002. SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-based Compensation” (“SFAS No. 123”), to provide several alternatives for adopting the stock option expense provisions of SFAS No. 123, as well as additional required financial statement disclosures. SFAS No. 148 does not require companies to expense stock options in operations. The Company has not adopted the provisions of SFAS No. 123 for expensing stock based compensation; however, the Company adopted the additional disclosure provisions required by SFAS 148.

 

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Table of Contents

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -

(Continued)

(in thousands, except per share amounts)

 

The following table illustrates the effect on net income (loss) and earnings (loss) per share as if the Company had applied the fair value recognition provisions of SFAS No. 123:

 

     Three Months Ended July 31,

 
     2004

    2003

 

Net income (loss), as reported

   $ 8,371     $ (9,437 )

Stock-based employee compensation charges, net of related tax effects*:

                

Employee stock compensation expense included in net income, as reported

     341       893  

Employee stock compensation expense determined under the fair-value based method

     (2,160 )     (4,038 )
    


 


Net income (loss), as adjusted

   $ 6,552     $ (12,582 )
    


 


Interest expense on convertible securities, net of related tax effects*

     775       —    
    


 


Net income (loss) adjusted for computation of diluted EPS, as adjusted

   $ 7,327     $ (12,582 )
    


 


Basic EPS

                

As reported

   $ 0.22     $ (0.25 )

Pro forma

   $ 0.17     $ (0.34 )

Diluted EPS

                

As reported

   $ 0.20     $ (0.25 )

Pro forma

   $ 0.16     $ (0.34 )

* For Fiscal 2005 only

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with a zero dividend rate. The following assumptions were used by the Company for options granted in the respective periods:

 

     Quarter Ended July 31

 
     2004

    2003

 

Expected stock volatility

   63.1 %   64.3 %

Risk-free interest rate

   3.69 %   4.04 %

Expected option life (in years)

   4.50     7.50  

 

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options. The assumptions used in option valuation models are highly subjective, particularly the expected stock price volatility of the underlying stock. Because changes in these subjective input assumptions can materially affect the fair value estimate in management’s opinion, existing valuation models do not provide a reliable, single measure of the fair value of its employee stock options. For purposes of pro forma disclosures, the estimated fair values of the options are amortized over the options’ vesting periods.

 

Common Stock

 

The Company issued 604,000 common shares relating to the exercise of stock options and 98,000 common shares in conjunction with the Company’s employee stock purchase plan in the three months ended July 31, 2004.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform with the current year presentation.

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -

(Continued)

(in thousands, except per share amounts)

 

New Accounting Pronouncements

 

In December 2003, the FASB issued FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities”, effective as of the first reporting period beginning after March 15, 2004. The impact upon adoption of this standard did not have a material impact on the results of the Company’s operations or the Company’s financial position.

 

In December 2003, the FASB issued SFAS No. 132(R), “Employers’ Disclosure about Pensions and Other Postretirement Benefits”. The statement is effective for domestic plans for fiscal years ending after December 15, 2003. The statement’s provisions related to foreign plans are effective June 15, 2004. This statement broadens the disclosure requirements related to plan assets, investment strategies, measurement dates, plan obligations, cash flows and components of net periodic benefit cost recognized during the period. The adoption of this statement did not have an impact on the Company’s results of operations or financial position.

 

2. Basic and Diluted Earnings (Loss) Per Share

 

Basic earnings (loss) per common share (“basic EPS”) was computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share (“diluted EPS”) reflects the potential dilution that would occur if all in-the-money outstanding options or other contracts to issue common stock were exercised or converted and was computed by dividing adjusted net income (loss), after assumed conversion of subordinated notes and preferred stock, by the weighted average number of common shares outstanding plus dilutive common equivalent shares. The following is a reconciliation of the numerator and denominator (shares in thousands) used in the computation of basic and diluted EPS:

 

     Three Months Ended July 31,

 
     2004

   2003

 

Net income (loss) (Numerator):

               

Net income (loss) for basic EPS

   $ 8,371    $ (9,437 )

Interest expense on convertible securities, net of related tax effects

     775      —    
    

  


Net income (loss) for diluted EPS

   $ 9,146    $ (9,437 )
    

  


Shares (Denominator):

               

Weighted average shares for basic EPS

     37,801      37,437  

Effect of convertible subordinated notes

     4,509      —    

convertible preferred stock

     1,127      —    

warrants

     274      —    

restricted stock

     160      —    

stock options

     1,988      —    

employee stock purchase plan

     2      —    
    

  


Adjusted weighted average shares for diluted EPS

     45,861      37,437  
    

  


Basic earnings (loss) per share

   $ 0.22    $ (0.25 )
    

  


Diluted earnings (loss) per share

   $ 0.20    $ (0.25 )
    

  


 

Assumed exercises or conversions have been excluded in computing the diluted earnings per share when their inclusion would be anti-dilutive. If the assumed exercises of convertible notes, preferred stock and in-the-money options and warrants had been used, the fully diluted shares outstanding for the three months ended July 31, 2003 would have been 44,074.

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -

(Continued)

(in thousands, except per share amounts)

 

3. Comprehensive Income (Loss)

 

Comprehensive income (loss) is comprised of net income (loss) and all changes to stockholders’ equity, except those changes resulting from investments by owners (changes in paid in capital) and distributions to owners (dividends).

 

Total comprehensive income (loss) is as follows:

 

     Three Months Ended July 31,

 
     2004

   2003

 

Net income (loss)

   $ 8,371    $ (9,437 )

Foreign currency translation adjustment

     647      (664 )
    

  


Comprehensive income (loss)

   $ 9,018    $ (10,101 )
    

  


 

The accumulated other comprehensive loss of $0.9 million at July 31, 2004 is comprised of foreign currency translation adjustments.

 

4. Deferred Compensation, Retirement Plans and Pension Plan

 

The Company has a defined benefit pension plan, referred to as the Worldwide Executive Benefit Plans (“WEB” plans), covering all of the Company’s employees in the United States and certain employees in other countries. The components of net periodic benefit cost are as follows:

 

     Quarter Ended July 31,

 
     2004

    2003

 

Components of net periodic benefit costs:

                

Service cost

   $ —       $ 24  

Interest cost

     50       53  

Amortization of actuarial loss

     (38 )     (36 )
    


 


Net periodic benefit cost

   $ 12     $ 41  
    


 


 

The Company also established several deferred compensation plans for vice-presidents that provide defined benefit payments to participants based on the deferral of current compensation subject to vesting and retirement or termination provisions. The components of net periodic benefit cost are as follows:

 

     Quarter Ended July 31,

     2004

   2003

Components of net periodic benefit costs

             

Service cost

   $ 786    $ 661

Interest cost

     813      778

Amortization of actuarial gain

     100      185
    

  

Net periodic benefit cost

   $ 1,699    $ 1,624
    

  

 

In January 2004, the Company implemented the Executive Capital Accumulation Plan (“ECAP”). ECAP is intended to provide certain employees an opportunity to defer salary and/or bonus on a pre-tax basis, or make an after-tax contribution. The Company made a $4.0 million ECAP contribution in the three months ended July 31, 2004 that vests over a 3 year period. The Company anticipates contributing an additional $3 to 5 million to fund its ECAP Plan in fiscal 2006.

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -

(Continued)

(in thousands, except per share amounts)

 

5. Restructuring Charges

 

Based on deteriorating economic conditions in fiscal 2002, the Company began a series of restructuring initiatives to address its cost structure and to reposition the enterprise to gain market share and take advantage of any potential economic up-trend. These business realignment initiatives reduced the Company’s work force by nearly 30%, or over 850 employees.

 

Operating results include restructuring charges related to the following business segments in the three months ended July 31, 2003:

 

     Restructuring

     Severance

   Facilities

    Total

Executive recruitment

                     

North America

   $ 455    $ (191 )   $ 264

Europe

     4,405      505       4,910

Asia Pacific

     160      —         160

South America

     58      —         58
    

  


 

Total executive recruitment

     5,078      314       5,392

Futurestep

     1,474      1,508       2,982

Corporate

     152      —         152
    

  


 

Total

   $ 6,704    $ 1,822     $ 8,526
    

  


 

 

Executive recruitment severance of $5.1 million included 112 employees terminated. The $0.3 million of facilities restructuring charge is net of a $0.8 million favorable adjustment related to previously reported restructured properties as a result of subleases signed at better terms than originally anticipated. The facilities restructuring charge primarily relates to lease termination costs, net of estimated sublease income, for excess space in three executive recruitment offices and included $0.2 million related to the write-down of fixed assets and $0.3 million of other restructuring charges.

 

Futurestep severance of $1.5 million included 43 employees terminated. Facilities of $1.5 million relates to five Futurestep Europe offices that were closed as employees co-located with executive recruitment offices and included $0.2 million related to the write-down of related fixed assets and $0.2 million of other restructuring charges.

 

Corporate severance of $0.1 million included 7 employees terminated.

 

A roll-forward of the restructuring liability at July 31, 2004 is as follows:

 

     Restructuring

 
     Severance

    Facilities

    Total

 

Liability as of April 30, 2004

   $ 847     $ 9,891     $ 10,738  

Payments

     (203 )     (879 )     (1,082 )
    


 


 


Liability as of July 31, 2004

   $ 644     $ 9,012     $ 9,656  
    


 


 


 

The severance accrual includes amounts paid monthly and are expected to be paid in full by December 2004. The accrued liability for facilities costs relates to commitments under operating leases, net of estimated sublease income, of which $6.5 million is included in other long-term liabilities, paid over the next seven years.

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -

(Continued)

(in thousands, except per share amounts)

 

6. Mandatorily Redeemable Convertible Securities

 

In June 2002, the Company issued 7.5% Convertible Subordinated Notes in an aggregate principal amount of $40.0 million, 10,000 shares of 7.5% Convertible Series A Preferred Stock at an aggregate purchase price of $10.0 million, which has priority over common stockholders. The notes and preferred stock are convertible into shares of the Company’s common stock at $10.19 per share, as amended in December 2003. The Company also issued warrants to purchase 274,207 shares, as amended, of its common stock at an exercise price of $11.94, as amended, which expire 2012. The warrants were recorded at fair value resulting in discounts on the Notes and Preferred Stock (together “the securities”) of $1.2 million and $0.3 million, respectively, and are amortized over the life of the securities. In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, “ effective at the beginning of the first interim period after June 15, 2003. This Statement requires mandatorily redeemable instruments be classified as liabilities. The Company adopted this Statement in the first quarter of fiscal 2004 and classified its convertible mandatorily redeemable preferred stock as a liability.

 

The securities may be redeemed at the option of the purchasers after June 13, 2008, the sixth anniversary of the closing date, at a price equal to 101% of the issuance price plus all accrued interest and dividends. The securities are mandatorily redeemable if still outstanding on June 13, 2010, at a price equal to 101% of the issuance price plus accrued interest and dividends. From the third to the sixth year, the securities are subject to optional redemption by the Company at 200% to 250% of the then outstanding principal balance provided certain minimum price targets for the Company’s common stock are not achieved.

 

Interest and dividends are payable semi-annually with 1% payable in cash and 6.5% payable in additional Notes and Preferred Stock for the first two year period from the date of issuance. Thereafter, interest and dividends are payable in either additional securities or cash at the option of the Company. The Company also incurred issuance costs of $4.3 million that have been deferred and are being amortized over the life of the securities as interest expense with respect to $3.4 million allocated to the Notes and $0.9 million allocated to the Preferred Stock.

 

7. Business Segments

 

The Company operates in two global business segments in the retained recruitment industry, executive recruitment and Futurestep. These segments are distinguished primarily by the candidates’ level of compensation. The executive recruitment business segment is managed by geographic regional leaders. Revenue from leadership development solutions and other consulting engagements is included in executive recruitment. Futurestep’s worldwide operations are managed by the Chief Executive Officer of Futurestep. The geographic regional leaders and the Chief Executive Officer of Futurestep report directly to the Chief Executive Officer of the Company.

 

A summary of the Company’s results of operations for the three months ended July 31, 2004 and 2003 by business segment are as follows:

 

     Three months ended July 31,

     2004

   2003

Fee revenue:

             

Executive recruitment:

             

North America

   $ 51,656    $ 36,407

Europe

     24,818      18,155

Asia Pacific

     12,502      8,007

South America

     2,106      1,921
    

  

Total executive recruitment

     91,082      64,490

Futurestep

     11,725      8,097
    

  

Total fee revenue

   $ 102,807    $ 72,587
    

  

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -

(Continued)

(in thousands, except per share amounts)

 

     Three months ended July 31,

     2004

   2003

Total revenue:

             

North America

   $ 54,945    $ 39,808

Europe

     25,597      19,172

Asia Pacific

     12,823      8,361

South America

     2,199      2,016
    

  

Total executive recruitment

     95,564      69,357

Futurestep

     12,619      8,976
    

  

Total revenue

   $ 108,183    $ 78,333
    

  

 

     Three months ended July 31,

 
     2004

    2003

 

Operating income (loss) before restructuring charges

                

Executive recruitment:

                

North America

   $ 12,100     $ 6,078  

Europe

     4,561       23  

Asia Pacific

     2,198       759  

South America

     280       50  
    


 


Total executive recruitment

     19,139       6,910  

Futurestep

     1,910       (549 )

Corporate

     (6,466 )     (4,739 )
    


 


Operating income before restructuring charges

     14,583       1,622  

Restructuring charges (Note 5)

     —         8,526  
    


 


Total operating income (loss)

   $ 14,583     $ (6,904 )
    


 


 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking Statements

 

This quarterly report on Form 10-Q may contain certain statements that we believe are, or may be considered to be, “forward-looking” statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, “may”, “will”, “estimates”, “potential”, “continue” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those contemplated by the relevant forward-looking statement. The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to, dependence on attracting and retaining qualified and experienced consultants, portability of client relationships, local political or economic developments in or affecting countries where we have operations, ability to manage growth, restrictions imposed by off-limits agreements, competition, risks related to the growth and results of Futurestep, reliance on information processing systems, and employment liability risk. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Form 10-Q are made only as of the date of this report and we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

 

The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements included in this Form 10-Q.

 

Executive Summary

 

We are a leading provider of recruitment and leadership development services with the broadest global presence in the recruitment industry. Our services include executive recruitment, middle-management recruitment (through Futurestep), leadership development solutions and executive coaching. Over half of the executive recruitment searches we performed in fiscal 2004 were for board level, chief executive and other senior executive positions and our 3,608 clients included approximately 42% of the Fortune 500 companies. We have established strong client loyalty; more than 79% of the executive recruitment assignments we performed in fiscal 2004 were on behalf of clients for whom we had conducted previous assignments over the last three fiscal years.

 

To reach our objective of expanding our position as a leading provider of recruitment and leadership development services, our strategic objectives include broadening our product and service offering, better coordination in global recruiting and increased operational efficiencies, expanding our market reach and presence through technology and assessment solutions and leveraging our leadership and brand name in executive recruitment. We will continue to develop new products and services, refine our technology and aggressively market our proven global recruitment expertise.

 

In our first quarter of fiscal 2005, fee revenue increased 42% over the same period last year to $102.8 million with increases across all regions. Operating income improved $21.5 million to $14.6 million in the current quarter.

 

Critical Accounting Policies

 

The following discussion and analysis of our financial condition and operating results are based on our unaudited condensed consolidated financial statements. Preparation of this Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions. In preparing our financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in our Notes to Unaudited Condensed Consolidated Financial Statements. We consider the policies related to revenue recognition, deferred compensation and the carrying values of goodwill and deferred income taxes as critical to an understanding of our financial statements because their application places the most significant demands on management’s judgment. Specific risks for these critical accounting policies are described in our Fiscal 2004 Annual Report on Form 10-K.

 

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Results of Operations

 

The following table summarizes the results of our operations for the three months ended July 31, 2004 and 2003 as a percentage of fee revenue:

 

     Three Months Ended July 31,

 
     2004

    2003

 

Fee revenue

   100 %   100 %

Reimbursed out-of-pocket engagement expenses

   5     8  
    

 

Total revenue

   105 %   108 %

Compensation and benefits

   63     71  

General and administrative expenses

   20     23  

Out-of-pocket engagement expenses

   6     8  

Depreciation and amortization

   2     4  

Restructuring charges

   0     12  

Operating income (loss)

   14     (10 )

Net income (loss)

   8     (13 )

 

The following tables summarize the results of our operations by business segment. The operating margin is calculated based on fee revenue.

 

     Three Months Ended July 31,

 
     2004

    2003

 
     Dollars

   %

    Dollars

   %

 

Fee revenue

                          

Executive recruitment:

                          

North America

   $ 51,656    50 %   $ 36,407    50 %

Europe

     24,818    24       18,155    25  

Asia Pacific

     12,502    12       8,007    11  

South America

     2,106    2       1,921    3  
    

  

 

  

Total executive recruitment

     91,082    88       64,490    89  

Futurestep

     11,725    12       8,097    11  
    

  

 

  

Total fee revenue

     102,807    100 %     72,587    100 %

Reimbursed out-of-pocket engagement expenses

     5,376            5,746       
    

        

      

Total revenue

   $ 108,183          $ 78,333       
    

        

      

 

     Three Months Ended July 31,

 
     2004

    2003

 
     Dollars

    %

    Dollars

    %

 

Operating income (loss)

                            

Executive recruitment:

                            

North America

   $ 12,100     23 %   $ 5,814     16 %

Europe

     4,561     18       (4,887 )   (27 )

Asia Pacific

     2,198     18       599     7  

South America

     280     13       (8 )   0  
    


       


     

Total executive recruitment

     19,139     21       1,518     2  

Futurestep

     1,910     16       (3,531 )   (44 )

Corporate

     (6,466 )           (4,891 )      
    


       


     

Total operating income (loss)

   $ 14,583     14 %   $ (6,904 )   (10 )%
    


       


     

 

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     Three Months Ended July 31,

 
     2004

    2003

 
     Dollars

    %

    Dollars

    %

 

Adjusted operating income (loss) (a)

                            

Executive recruitment:

                            

North America

   $ 12,100     23 %   $ 6,078     17 %

Europe

     4,561     18       23     0  

Asia Pacific

     2,198     18       759     9  

Latin America

     280     13       50     3  
    


       


     

Total executive recruitment

     19,139     21       6,910     11  

Futurestep

     1,910     16       (549 )   (7 )

Corporate

     (6,466 )           (4,739 )      
    


       


     

Total adjusted operating income (loss)

   $ 14,583     14 %   $ 1,622     2 %
    


       


     

(a) Adjusted operating income (loss) are non-GAAP financial measures and exclude restructuring charges of $8.5 million, consisting of $5.4 million for executive recruitment, $3.0 million for Futurestep and $0.1 million for Corporate for the three months ended July 31, 2003. These charges primarily related to severance and facility charges and did not affect fee revenue or revenue. We present adjusted amounts as alternative measures to the actual amounts for comparison purposes. We use the adjusted amounts to analyze our operating results since we believe that the restructuring charges do not reflect, and make it difficult to compare, our ongoing operations over various quarters.

 

Three Months Ended July 31, 2004 Compared to Three Months Ended July 31, 2003

 

Fee Revenue. Fee revenue increased $30.2 million, or 42%, to $102.8 million in the three months ended July 31, 2004 compared to $72.6 million in the three months ended July 31, 2003. The increase in fee revenue is attributable to an increase in the number of new engagements opened reflected across all regions. Exchange rates favorably impacted fee revenues by $2.5 million in the current quarter.

 

Executive Recruitment – All geographic regions reported higher fee revenue due to an increase in the number of new engagements opened as well as an increase in average fees. North America fee revenue increased $15.3 million, or 42%, to $51.7 million in the current quarter due to an increase of 40% in the number of new engagements opened. Europe reported fee revenue of $24.8 million, an increase of $6.6 million, or 36%, compared to the same period last year driven by the number of new engagements opened, which increased 25%, as well as a slight increase in average fees. Exchange rates favorably impacted Europe fee revenue by $1.7 million in the current quarter. Asia Pacific fee revenue increased $4.5 million, or 56%, to $12.5 million compared to the same period last year due to an increase of 28% in the number of new engagements opened as well as an increase in average fees. South America reported fee revenue of $2.1 million, an increase of $0.2 million, or 10%, compared to the same period last year driven by an increase in the number of new engagements opened.

 

Futurestep - Fee revenue increased $3.6 million, or 44%, to $11.7 million in the three months ended July 31, 2004 compared to $8.1 million in the three months ended July 31, 2003. The increase in fee revenue is due primarily to our strategic movement toward outsourced recruiting solutions.

 

Compensation and Benefits. Compensation and benefits expense increased $13.6 million, or 27%, to $64.9 million in the three months ended July 31, 2004 compared to $51.3 million in the three months ended July 31, 2003. The increase in compensation and benefits expense reflects an increase in bonus expense as a result of increased profitability. Exchange rates impacted compensation and benefits unfavorably by $1.5 million. Executive recruitment compensation and benefits costs of $53.8 million increased $11.0 million compared to last year due to increased bonus expense. Exchange rates impacted executive recruitment compensation and benefits expense unfavorably by $1.3 million in the current quarter. Executive recruitment compensation and benefits expense, as a percentage of fee revenue, decreased to 59% from 66% in the prior year, as a result of an increase in productivity by our consultants. Futurestep compensation and benefits expense increased $1.2 million to $7.1 million from $5.9 million in the prior year due to increased bonus expense. Exchange rates impacted Futurestep compensation and benefits expense unfavorably by $0.3 million in the current quarter. Futurestep compensation and benefits expense, as a percentage of fee revenue, decreased to 61% from 73% in the prior year. Corporate compensation and benefits expense increased $1.3 million to $4.0 million in the current quarter, reflecting an increase in bonus expense as well as decreased returns on investments related to our Company Owned Life Insurance (“COLI”) policies.

 

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General and Administrative Expenses. General and administrative expenses increased $4.0 million, or 24%, to $20.8 million in the three months ended July 31, 2004 compared to $16.8 million in the same period last year. In executive recruitment, general and administrative expenses increased $3.5 million, or 27%, due to increases in bad debt expenses, facilities costs and professional fees. Executive recruitment general and administrative expenses, as a percentage of fee revenue, decreased to 18% from 20% in the prior year, as a result of our efforts in controlling costs. Futurestep general and administrative expenses remained fairly constant compared to last year. Futurestep general and administrative expenses, as a percentage of fee revenue, decreased to 19% from 26% in the prior year. Corporate general and administrative expenses increased $0.4 million to $2.3 million in the current quarter primarily due to increased professional fees.

 

Out-of-Pocket Engagement Expenses. Out-of-pocket engagement expenses are comprised of expenses incurred by candidates and our consultants that are generally billed to clients. Out-of-pocket engagement expenses of $5.6 million remained fairly consistent with the prior year. As a percentage of fee revenue, out-of-pocket engagement expenses decreased to 6% from 8% in the prior year.

 

Depreciation and Amortization Expenses. Depreciation and amortization expense of $2.2 million in the three months ended July 31, 2004 decreased $0.6 million, or 21%, from last year as fixed assets became fully depreciated in fiscal 2004.

 

Restructuring Expenses. In the three months ended July 31, 2003, we incurred a restructuring charge of $8.5 million which included $6.7 million related to severance and benefits, $0.9 million related to facilities, $0.4 million related to the write-off of related assets and $0.5 million related to other charges. No restructuring charge was reported in the current year quarter.

 

Operating Income (Loss.) Operating income increased $21.5 million to $14.6 million in the current quarter compared to an operating loss of $6.9 million in the prior year. Prior year operating loss includes $8.5 million of restructuring expenses.

 

Executive recruitment operating income increased $17.6 million to $19.1 million in the three months ended July 31, 2004 compared to $1.5 million in the three months ended July 31, 2003. Prior year operating income includes $5.4 million of restructuring expense. The increase in executive recruitment operating income is a result of the increase in revenue in the current quarter offset by increases in bonus expense, bad debt expenses, facilities costs and professional fees. Executive recruitment operating income, as a percentage of fee revenue, increased to 21% in the current quarter from 2% to the same period last year.

 

Futurestep operating income improved $5.4 million to $1.9 million in the three months ended July 31, 2004 from an operating loss of $3.5 million in the three months ended July 31, 2003. Prior year operating loss included $3.0 million of restructuring charges. The improvement in Futurestep operating income reflects the increase in revenue in the current quarter offset by an increase in bonus expense.

 

Interest Income and Other Income, Net. Interest income and other income, net includes interest income of $0.3 million in the three months ended July 31, 2004 and 2003.

 

Interest Expense. Interest expense, primarily related to the borrowings under COLI policies and our convertible securities, was $2.6 million in the current quarter, a slight decrease from the prior year.

 

Provision for Income Taxes. The provision for income taxes was $4.5 million in the three months ended July 31, 2004 compared to $0.5 million in the same period last year. The provision for income taxes in the current year reflects a 41.3% effective tax rate for our United States operations. Although we reported a pretax loss in the prior year, certain foreign subsidiaries reported pretax income resulting in foreign income tax expense.

 

Equity in Earnings of Unconsolidated Subsidiaries. Equity in earnings of unconsolidated subsidiaries is comprised of our less than 50% shareholder interest in our Mexican subsidiaries. We report our interest in earnings or loss of the Mexican subsidiaries on the equity basis as a one line adjustment to net income (loss). Equity in earnings was $0.4 million in the current quarter compared to $0.2 million the same period last year.

 

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Liquidity and Capital Resources

 

Cash used in operating activities was $21.7 million for the three months ended July 31, 2004 and $22.1 million for the same period last year. Our cash needs are generally highest in the first quarter of our fiscal year as bonuses for prior year performance are paid to our consultants. For the for the three months ended July 31, 2004 operating activities includes an increase of $16.4 million in receivables due to the increase in revenues.

 

Cash used in investing activities was $9.0 million for the three months ended July 31, 2004 compared to cash used of $2.2 million for the same period last year. In the three months ended July 31, 2004 we invested $7.3 million in marketable securities. Premiums paid on COLI were $0.7 million and $1.0 million for the three months ended July 31, 2004 and 2003, respectively.

 

Capital expenditures consist primarily of systems hardware and software costs and leasehold improvements. The expenditures for the three months ended July 31, 2004 and 2003 were $1.0 million and $0.6 million, respectively.

 

Cash provided by financing activities was $8.4 million for the three months ended July 31, 2004 compared to cash used in financing activities of $3.8 million in the three months ended July 31, 2003. In the current period, we received $1.5 million from borrowings under life insurance policies and issued $7.4 million of common stock. In the same period last year, we received proceeds of $1.1 million from borrowings under life insurance policies and paid $5.1 million on acquisition notes.

 

Total outstanding borrowings under our COLI policies was $58.8 million and $67.6 million as of July 31, 2004 and 2003, respectively. Generally, we borrow under our COLI policies to pay related premiums. Such borrowings do not require principal payments, bear interest at primarily variable rates and are secured by the cash surrender value of the life insurance policies of $118.1 million and $121.7 million as of July 31, 2004 and 2003, respectively.

 

In the current quarter, we issued an additional $1.5 million of 7.5% Convertible Subordinated Notes in lieu of cash and $0.4 million of 7.5% Convertible Series A Preferred Stock in lieu of cash dividends. As of July 31, 2004, we had approximately $45.9 million outstanding in aggregate principal amount of 7.5% Convertible Subordinated Notes due in June 2010 and 7.5% Convertible Series A Preferred Stock with an aggregate liquidation preference of $11.5 million.

 

We have a $30.0 million Senior Secured Revolving Credit Facility. The total amount available for borrowing is limited based on certain accounts receivable balances. The credit facility is secured by substantially all of our assets including certain accounts receivable balances and guarantees by and pledges a portion of the capital stock of our significant subsidiaries. We are required to meet certain financial condition covenants on a quarterly basis. As of July 31, 2004, we had no outstanding borrowings on our credit facility.

 

We believe that cash on hand, borrowings available under our credit facility and funds from operations will be sufficient to meet our anticipated working capital, debt service requirements, capital expenditures and general corporate requirements. However, adverse changes in our revenue could require us to further cut costs or obtain financing to meet our cash needs.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, limited purpose entities.

 

Recently Issued Accounting Standards

 

In December 2003, the FASB issued FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities”, effective as of the first reporting period beginning after March 15, 2004. The impact upon adoption of this standard did not have a material impact on the results of our operations or financial position.

 

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In December 2003, the FASB issued SFAS No. 132(R) “Employers’ Disclosure about Pensions and Other Postretirement Benefits”. The statement is effective for domestic plans for fiscal years ending after December 15, 2003. The statement’s provisions related to foreign plans are effective June 15, 2004. This statement broadens the disclosure requirements related to plan assets, investment strategies, measurement dates, plan obligation’s, cash flows, and components of net periodic benefit cost recognized during the period. The adoption of this statement did not have an impact on our financial position or results of operations.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a result of our global operating activities, we are exposed to certain market risks, including foreign currency exchange fluctuations, fluctuations in interest rates and variability in interest rate spread relationships. We manage our exposure to these risks in the normal course of our business as described below. We have not utilized financial instruments for trading or other speculative purposes, nor do we trade in derivative financial instruments.

 

Foreign Currency Risk

 

Substantially all our foreign subsidiaries are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the end of each year and revenue and expenses are translated at average rates of exchange during the year. Resulting translation adjustments are reported as a component of comprehensive income on our Statement of Stockholders’ Equity. We recognized $0.6 million of transaction adjustments in the three months ended July 31, 2003.

 

Historically, we have not realized any significant foreign currency gains or losses on transactions denominated in foreign currencies. In the three months ended July 31, 2003, we recognized foreign currency losses, after income taxes, of $0.3 million primarily related to our Europe operations on our Statement of Operations.

 

Our primary exposure to exchange losses is in the event of a significant strengthening of the U.S. dollar. If the U.S. dollar increased 15%, 25% and 35% against Pounds Sterling and the Euro, the Company would recognize an exchange loss of $0.9 million, $1.4 million and $2.0 million, respectively.

 

Interest Rate Risk

 

We primarily manage our exposure to fluctuations in interest rates in part through our regular financing activities, which generally are short term and provide for variable market rates. As of July 31, 2004, we had no outstanding balance on our credit facility. We have $58.8 million of borrowings against the cash surrender value of COLI contracts as of July 31, 2004 bearing interest primarily at variable rates. The risk of fluctuations in these variable rates is minimized by a corresponding adjustment to our borrowed funds crediting rate on the cash surrender value on our COLI contracts.

 

In June 2002, we issued $40.0 million of 7.5% Convertible Debt and $10.0 million of 7.5% Convertible Preferred Stock that is mandatorily redeemable by us if still outstanding on June 13, 2010.

 

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Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures.

 

Based on their evaluation of our disclosure controls and procedures conducted as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) are effective.

 

(b) Changes in Internal Control over Financial Reporting.

 

There were no changes in our internal control over financial reporting or that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

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PART II. OTHER INFORMATION

 

Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits

 

Exhibit
Number


 

Description of Exhibit


3.1   Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, dated December 15, 1999, and incorporated herein by reference.
3.2   Certificate of Designations of 7.5% Convertible Preferred Stock, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated June 18, 2002, and incorporated herein by reference.
3.3   Amended and Restated Bylaws of the Company, filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K, dated July 29, 2002, and incorporated herein by reference.
31.1   Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.

 

  (b) Reports on Form 8-K

 

On June 6, 2004, we filed with the Securities and Exchange Commission (the “SEC”), a Current Report on Form 8-K which contained information under “Item 5. Other Events and Regulation FD Disclosure.” The Current Report disclosed information with respect to the SEC’s informal inquiry into certain independence issues relating to the Company’s independent auditor.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

KORN/FERRY INTERNATIONAL

Date: September 9, 2004

 

By:

 

/s/ GARY D. BURNISON


       

Gary D. Burnison

       

Chief Operating Officer and Chief Financial Officer

 

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