Form 10-Q KORN FERRY INTERNATIONAL For: Jul 31

September 8, 2017 2:09 PM
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   For the quarterly period ended July 31, 2017
   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 or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)

1900 Avenue of the Stars, Suite 2600, 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 (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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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   (Do not check if a smaller reporting company)

  

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  

The number of shares outstanding of our common stock as of September 5, 2017 was 56,492,489 shares.


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KORN/FERRY INTERNATIONAL

Table of Contents

 

Item #   Description    Page  
  Part I. Financial Information   

Item 1.

  Consolidated Financial Statements   
 

Consolidated Balance Sheets as of July 31, 2017 (unaudited) and April  30, 2017

     1  
 

Consolidated Statements of Income (unaudited) for the three months ended July 31, 2017 and 2016

     2  
 

Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended
July 31, 2017 and 2016

     3  
 

Consolidated Statements of Cash Flows (unaudited) for the three months ended July 31, 2017 and 2016

     4  
 

Notes to Consolidated Unaudited Financial Statements

     5  

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      22  

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      32  

Item 4.

  Controls and Procedures      33  
  Part II. Other Information   

Item 1.

  Legal Proceedings      34  

Item 1A.

  Risk Factors      34  

Item 2.

  Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities      34  

Item 6.

  Exhibits      35  
  Signatures      36  


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Item 1. Consolidated Financial Statements

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

                                                             
     July 31,
2017
    April 30,
2017
 
         (unaudited)            
     (in thousands, except per share data)  
ASSETS     

Cash and cash equivalents

   $ 282,019     $ 410,882  

Marketable securities

     11,651       4,363  

Receivables due from clients, net of allowance for doubtful accounts of $16,088 and $15,455 at July 31, 2017 and April 30, 2017, respectively

     365,657       345,314  

Income taxes and other receivables

     44,035       31,573  

Prepaid expenses and other assets

     62,525       51,542  
  

 

 

   

 

 

 

Total current assets

     765,887       843,674  

Marketable securities, non-current

     114,608       115,574  

Property and equipment, net

     112,787       109,567  

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

     113,866       113,067  

Deferred income taxes, net

     19,387       20,175  

Goodwill

     583,265       576,865  

Intangible assets, net

     213,910       217,319  

Investments and other assets

     90,617       66,657  
  

 

 

   

 

 

 

Total assets

   $ 2,014,327     $ 2,062,898  
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Accounts payable

   $ 32,658     $ 37,481  

Income taxes payable

     7,204       4,526  

Compensation and benefits payable

     145,752       248,354  

Term loan

     19,754       19,754  

Other accrued liabilities

     153,386       148,464  
  

 

 

   

 

 

 

Total current liabilities

     358,754       458,579  

Deferred compensation and other retirement plans

     220,894       219,905  

Term loan, non-current

     231,284       236,222  

Deferred tax liabilities

     18,758       7,014  

Other liabilities

     55,886       54,130  
  

 

 

   

 

 

 

Total liabilities

     885,576       975,850  
  

 

 

   

 

 

 

Stockholders’ equity:

    

Common stock: $0.01 par value, 150,000 shares authorized, 71,480 and 70,811 shares issued at July 31, 2017 and April 30, 2017, respectively, and 57,246 and 56,938 shares outstanding at July 31, 2017 and April 30, 2017, respectively

     694,146       692,527  

Retained earnings

     485,194       461,976  

Accumulated other comprehensive loss, net

     (54,691     (71,064
  

 

 

   

 

 

 

Total Korn/Ferry International stockholders’ equity

     1,124,649       1,083,439  

Noncontrolling interest

     4,102       3,609  
  

 

 

 

Total stockholders’ equity

     1,128,751       1,087,048  
  

 

 

 

Total liabilities and stockholders’ equity

   $ 2,014,327     $ 2,062,898  
  

 

 

   

 

 

 

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

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

                                                             
     Three Months Ended
July 31,
 
     2017     2016  
     (in thousands, except per share data)  

Fee revenue

   $ 401,254     $ 375,621  

Reimbursed out-of-pocket engagement expenses

     13,663       17,312  
  

 

 

   

 

 

 

Total revenue

     414,917       392,933  
  

 

 

   

 

 

 

Compensation and benefits

     273,954       262,967  

General and administrative expenses

     58,261       55,342  

Reimbursed expenses

     13,663       17,312  

Cost of services

     15,813       16,832  

Depreciation and amortization

     12,209       11,444  

Restructuring charges, net

     280       24,520  
  

 

 

   

 

 

 

Total operating expenses

     374,180       388,417  
  

 

 

   

 

 

 

Operating income

     40,737       4,516  

Other income, net

     3,532       4,259  

Interest expense, net

     (2,660     (3,061
  

 

 

   

 

 

 

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

     41,609       5,714  

Equity in earnings of unconsolidated subsidiaries, net

     30       79  

Income tax provision

     12,210       1,725  
  

 

 

   

 

 

 

Net income

     29,429       4,068  

Net income attributable to noncontrolling interest

     (388     (860
  

 

 

   

 

 

 

Net income attributable to Korn/Ferry International

   $ 29,041     $ 3,208  
  

 

 

   

 

 

 

Earnings per common share attributable to Korn/Ferry International:

    

Basic

   $ 0.52     $ 0.06  
  

 

 

   

 

 

 

Diluted

   $ 0.51     $ 0.06  
  

 

 

   

 

 

 

Weighted-average common shares outstanding:

    

Basic

     55,795       56,189  
  

 

 

   

 

 

 

Diluted

     56,403       56,576  
  

 

 

   

 

 

 

Cash dividends declared per share:

   $ 0.10     $ 0.10  
  

 

 

   

 

 

 

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

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

 

                                                             
     Three Months Ended
July 31,
 
     2017     2016  
     (in thousands, except per share data)  
        

Net income

   $ 29,429     $ 4,068  

Other comprehensive income (loss):

    

Foreign currency translation adjustments

     16,189       (13,274

Deferred compensation and pension plan adjustments, net of tax

     352       462  

Net unrealized loss on interest rate swap, net of tax

     (63      
  

 

 

   

 

 

 

Comprehensive income (loss)

     45,907       (8,744

Less: comprehensive income attributable to noncontrolling interest

     (493     (714
  

 

 

   

 

 

 

Comprehensive income (loss) attributable to Korn/Ferry International

   $ 45,414     $ (9,458
  

 

 

   

 

 

 

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

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

                                                 
     Three Months Ended
July 31,
 
     2017     2016  
     (in thousands)  

Cash flows from operating activities:

  

Net income

   $ 29,429     $ 4,068  

Adjustments to reconcile net income to net cash used in operating activities:

    

Depreciation and amortization

     12,209       11,444  

Stock-based compensation expense

     4,696       4,915  

Provision for doubtful accounts

     3,070       2,577  

Gain on cash surrender value of life insurance policies

     (2,485     (2,498

Gain on marketable securities

     (3,429     (3,915

Deferred income taxes

     8,562       5,410  

Change in other assets and liabilities:

    

Deferred compensation

     8,288       (5,866

Receivables due from clients

     (23,413     (28,586

Income tax and other receivables

     (10,930     (8,093

Prepaid expenses and other assets

     (10,983     (10,066

Investment in unconsolidated subsidiaries

     (30     (79

Income taxes payable

     6,463       (4,014

Accounts payable and accrued liabilities

     (109,034     (93,866

Other

     (21,986     (7,137
  

 

 

   

 

 

 

Net cash used in operating activities

     (109,573     (135,706
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase of property and equipment

     (9,529     (15,079

Cash paid for acquisition, net of cash acquired

           (2,880

Purchase of marketable securities

     (4,600     (5,430

Proceeds from sales/maturities of marketable securities

     1,734       13,764  

Premium on company-owned life insurance policies

     (403     (401

Proceeds from life insurance policies

     971        

Dividends received from unconsolidated subsidiaries

     60       230  
  

 

 

   

 

 

 

Net cash used in investing activities

     (11,767     (9,796
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from term loan facility

           275,000  

Principal payment on term loan facility

     (5,156     (140,000

Payment of contingent consideration from acquisition

     (485     (1,070

Repurchases of common stock

     (4,026      

Payments of tax withholdings on restricted stock

     (3,346     (4,161

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

     3,984       2,430  

Dividends paid to shareholders

     (5,823     (5,909

Payments on life insurance policy loans

     (414      
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (15,266     126,290  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     7,743       (9,967
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (128,863     (29,179

Cash and cash equivalents at beginning of period

     410,882       273,252  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 282,019     $ 244,073  
  

 

 

   

 

 

 

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

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017

 

        

 

1. Organization and Summary of Significant Accounting Policies

Nature of Business

Korn/Ferry International, a Delaware corporation (the “Company”), and its subsidiaries are engaged in the business of providing talent management solutions, including executive search on a retained basis, recruitment for non-executive professionals, recruitment process outsourcing and leadership & talent consulting services.

Basis of Consolidation and Presentation

The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2017 for the Company and its wholly and majority owned/controlled domestic and international subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements conform with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and prevailing practice within the industry. The consolidated financial statements 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. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year.

Investments in affiliated companies, which are 50% or less owned and where the Company exercises significant influence over operations, are accounted for using the equity method.

The Company has control of a Mexico subsidiary and consolidates the operations of this subsidiary. Noncontrolling interest, which represents the Company’s 51% noncontrolling interest in the Mexico subsidiary, is reflected on the Company’s consolidated financial statements.

The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

Use of Estimates and Uncertainties

The preparation of the consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates, and changes in estimates are reported in current operations as new information is learned or upon the amounts becoming fixed and determinable. The most significant areas that require management judgment are revenue recognition, restructuring, deferred compensation, annual performance related bonuses, evaluation of the carrying value of receivables, goodwill and other intangible assets, fair value of contingent consideration, share-based payments and the recoverability of deferred income taxes.

Revenue Recognition

Substantially all fee revenue is derived from fees for professional services related to executive search performed on a retained basis, recruitment for non-executive professionals, recruitment process outsourcing, people and organizational advisory services and the sale of product services. Fee revenue from executive search activities and recruitment for non-executive professionals is generally one-third of the estimated first year compensation of the placed executive or non-executive professional, as applicable, plus a percentage of the fee to cover indirect engagement related expenses. The Company generally recognizes such revenue on a straight-line basis over a three-month period, commencing upon client acceptance, as this is the period over which the recruitment services are performed. Fees earned in excess of the initial contract amount are recognized upon completion of the engagement, which reflect the difference between the final actual compensation of the placed executive and the estimate used for purposes of the previous billings. Since the initial contract fees are typically not contingent upon placement of a candidate, our assumptions primarily relate to establishing the period over which such service is performed. These assumptions determine the timing of revenue recognition and profitability for the reported period. Any revenues associated with services that are provided on a contingent basis are recognized once the contingency is resolved. In addition to recruitment for non-executive professionals, Futurestep provides recruitment process outsourcing (“RPO”) services and fee revenue is recognized as services are rendered and/or as milestones are achieved. Fee revenue from Hay Group (formerly known as Leadership & Talent Consulting (“Legacy LTC”) which was combined with HG (Luxembourg) S.à.r.l (“Legacy Hay”) in December 2015) is recognized as services are rendered for consulting engagements and other time-based services, measured by total hours incurred to the total estimated hours at completion. It is possible that updated estimates for the consulting engagement may vary from initial estimates with such updates being recognized in the period of determination.

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate. Hay Group revenue is also derived from the sale of product services, which includes revenue from licenses and from the sale of products. Revenue from licenses is recognized using a straight-line method over the term of the contract (generally 12 months). Under the fixed term licenses, the Company is obligated to provide the licensee with access to any updates to the underlying intellectual property that are made by the Company during the term of the license. Once the term of the agreement expires, the client’s right to access or use the intellectual property expires and the Company has no further obligations to the client under the license agreement. Revenue from perpetual licenses is recognized when the license is sold since the Company’s only obligation is to provide the client access to the intellectual property but is not obligated to provide maintenance, support, updates or upgrades. Products sold by the Company mainly consist of books and automated services covering a variety of topics including performance management, team effectiveness, and coaching and development. The Company recognizes revenue for its products when the product has been sold or shipped in the case of books. As of July 31, 2017 and April 30, 2017, the Company included deferred revenue of $93.6 million and $95.8 million, respectively, in other accrued liabilities.

Reimbursements

The Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in its consolidated statements of income.

Allowance for Doubtful Accounts

An allowance is established for doubtful accounts by taking a charge to general and administrative expenses. The amount of the allowance is based on historical loss experience, assessment of the collectability of specific accounts, as well as expectations of future collections based upon trends and the type of work for which services are rendered. After the Company exhausts all collection efforts, the amount of the allowance is reduced for balances identified as uncollectible.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of July 31, 2017 and April 30, 2017, the Company’s investments in cash equivalents consist of money market funds for which market prices are readily available.

Marketable Securities

The Company currently has investments in mutual funds that are classified as trading securities based upon management’s intent and ability to hold, sell or trade such securities. The classification of the investments in mutual funds is assessed upon purchase and reassessed at each reporting period. The investments in mutual funds (for which market prices are readily available) are held in trust to satisfy obligations under the Company’s deferred compensation plans. Such investments are based upon the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (“ECAP”) from a pre-determined set of securities and the Company invests in marketable securities to mirror these elections. These investments are recorded at fair value and are classified as marketable securities in the accompanying consolidated balance sheets. The investments that the Company may sell within the next twelve months are carried as current assets. Realized gains (losses) on marketable securities are determined by specific identification. Interest is recognized on an accrual basis; dividends are recorded as earned on the ex-dividend date. Interest, dividend income and the changes in fair value in trading securities are recorded in the accompanying consolidated statements of income in other income, net.

Fair Value of Financial Instruments

Fair value is the price the Company would receive to sell an asset or transfer a liability (exit price) in an orderly transaction between market participants. For those assets and liabilities recorded or disclosed at fair value, the Company determines the fair value based upon the quoted market price, if available. If a quoted market price is not available for identical assets, the fair value is based upon the quoted market price of similar assets. The fair values are assigned a level within the fair value hierarchy as defined below:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

As of July 31, 2017 and April 30, 2017, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included cash, cash equivalents, accounts receivable, marketable securities, foreign currency forward

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

contracts and interest rate swap. The carrying amount of cash, cash equivalents and accounts receivable approximates fair value due to the short maturity of these instruments. The fair values of marketable securities classified as trading are obtained from quoted market prices, and the fair values of foreign currency forward contracts or the interest rate swap are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.

Derivative Financial Instruments

The Company is exposed to interest rate risk due to the outstanding senior secured credit agreement entered on June 15, 2016. The Company has entered into an interest rate swap agreement to effectively convert its variable debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s long-term debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company has determined that the interest rate swap qualifies as a cash flow hedge in accordance with Accounting Standards Codification 815, Derivatives and Hedging. Changes in the fair value of an interest rate swap agreement designated as a cash flow hedge are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt.

Foreign Currency Forward Contracts Not Designated as Hedges

The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to Accounting Standards Codification 815, Derivatives and Hedging. Accordingly, the fair value of these contracts is recorded as of the end of the reporting period in the accompanying consolidated balance sheets, while the change in fair value is recorded to the accompanying consolidated statements of income.

Business Acquisitions

Business acquisitions are accounted for under the acquisition method. The acquisition method requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill, or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Adjustments to fair value assessments are generally recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as committed, and requires the Company to recognize and measure certain assets and liabilities including those arising from contingencies and contingent consideration in a business combination.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For each of these tests, the fair value of each of the Company’s reporting units is determined using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analysis performed at each reporting unit, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public or private transaction (to the extent available). Results of the annual impairment test performed as of January 31, 2017, indicated that the fair value of each reporting unit exceeded its carrying amount and no reporting units were at risk of failing the impairment test. As a result, no impairment charge was recognized. There was also no indication of potential impairment as of July 31, 2017 and April 30, 2017 that would have required further testing.

Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases, intellectual property and trademarks and are recorded at their estimated fair value at the date of acquisition and are amortized in a pattern in which the asset is consumed if that pattern can be reliably determined, or using the straight-line method over their estimated useful lives which range from one to 24 years. For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible assets is not recoverable and exceeds fair value. The carrying amount of the intangible assets is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use of the asset. Intangible assets with indefinite lives are not amortized, but are reviewed annually for impairment or more frequently

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. As of July 31, 2017 and April 30, 2017, there were no indicators of impairment with respect to the Company’s intangible assets.

Compensation and Benefits Expense

Compensation and benefits expense in the accompanying consolidated statements of income consist of compensation and benefits paid to consultants (employees who originate business), executive officers and administrative and support personnel. The most significant portions of this expense are salaries and the amounts paid under the annual performance related bonus plan to employees. The portion of the expense applicable to salaries is comprised of amounts earned by employees during a reporting period. The portion of the expenses applicable to annual performance related bonuses refers to the Company’s annual employee performance related bonus with respect to a fiscal year, the amount of which is communicated and paid to each eligible employee following the completion of the fiscal year.

Each quarter, management makes its best estimate of its annual performance related bonuses, which requires management to, among other things, project annual consultant productivity (as measured by engagement fees billed and collected by executive search consultants and revenue and other performance/profitability metrics for Hay Group and Futurestep consultants), the level of engagements referred by a consultant in one line of business to a different line of business, Company performance including profitability, competitive forces and future economic conditions and their impact on the Company’s results. At the end of each fiscal year, annual performance related bonuses take into account final individual consultant productivity (including referred work), Company/line of business results including profitability, the achievement of strategic objectives and the results of individual performance appraisals, and the current economic landscape. Accordingly, each quarter the Company reevaluates the assumptions used to estimate annual performance related bonus liability and adjusts the carrying amount of the liability recorded on the consolidated balance sheet and reports any changes in the estimate in current operations.

Because annual performance-based bonuses are communicated and paid only after the Company reports its full fiscal year results, actual performance-based bonus payments may differ from the prior year’s estimate. Such changes in the bonus estimate historically have been immaterial and are recorded in current operations in the period in which they are determined. The performance related bonus expense was $41.6 million and $42.4 million during the three months ended July 31, 2017 and 2016, respectively, included in compensation and benefits expense in the consolidated statements of income.

Other expenses included in compensation and benefits expense are due to changes in deferred compensation and pension plan liabilities, changes in cash surrender value (“CSV”) of company owned life insurance (“COLI”) contracts, amortization of stock compensation awards, payroll taxes and employee insurance benefits. Investments and other assets include long-term retention awards that are generally amortized over four to five years.

Restructuring Charges, Net

The Company accounts for its restructuring charges as a liability when the obligations are incurred and records such charges at fair value. Such charges included one-time employee termination benefits and the cost to terminate an office lease including remaining lease payments. Changes in the estimates of the restructuring charges are recorded in the period the change is determined.

Stock-Based Compensation

The Company has employee compensation plans under which various types of stock-based instruments are granted. These instruments principally include restricted stock units, restricted stock, stock options and an Employee Stock Purchase Plan (“ESPP”). The Company recognizes compensation expense related to restricted stock units, restricted stock and the estimated fair value of stock options and stock purchases under the ESPP on a straight-line basis over the service period for the entire award.

Recently Adopted Accounting Standards

In March 2016, the FASB issued guidance on accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. Furthermore, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The guidance also allows companies to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifying that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity in the consolidated statements of cash flows and provides an accounting policy election to account for forfeitures as they occur. The provisions of the guidance are effective for fiscal years beginning after December 15, 2016, and were adopted by the Company effective May 1, 2017. The primary impact of the adoption was the recognition of excess tax benefits in our provision for income taxes in the current year compared to recording it previously as a component of equity. Additional amendments to the accounting for income taxes and

 

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July 31, 2017 (continued)

 

        

 

minimum statutory withholding tax requirements had no impact to retained earnings, where the cumulative effect of these changes are required to be recorded. The Company elected to apply the presentation for cash flows related to excess tax benefits retrospectively for all periods presented which resulted in a decrease to cash used in operations and cash provided by financing activities of $0.3 million for the three months ended July 31, 2016. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact on any of the periods presented on our consolidated cash flows statements since such cash flows have historically been presented as a financing activity. The Company elected to account for forfeitures as they occur, rather than estimating the expected forfeitures over the vesting period. This election did not have an impact on the consolidated financial statements.

Recently Proposed Accounting Standards

In May 2014, the FASB issued guidance that supersedes revenue recognition requirements regarding contracts with customers to transfer goods or services or for the transfer of nonfinancial assets. Under the new guidance, entities are required to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step analysis to be performed on transactions to determine when and how revenue is recognized. The guidance permits two transition methods of adoption 1) the full retrospective method, in which case the standard would be applied to all reporting periods presented, or 2) the modified retrospective method, with a cumulative-effect adjustment as of the date of adoption. In July 2015, the FASB decided to approve a one-year deferral of the effective date as well as providing an option to early adopt the standard on the original effective date. This new guidance is effective for fiscal years and interim periods within those annual years beginning after December 15, 2017. The Company will adopt this guidance in its fiscal year beginning May 1, 2018. The Company has organized a team and developed a project plan to guide the implementation. The project plan includes working sessions to review, evaluate and document the arrangements with customers under our various reporting units to identify potential differences that would result from applying the requirements of the new standard. The Company is currently in the process of developing an updated accounting policy utilizing a bottoms-up approach by reviewing our current contracts with customers by various revenue streams, evaluating new disclosure requirements and identifying and implementing appropriate changes to business processes, systems and controls to support revenue recognition and disclosure under the new standard. The Company is still evaluating the impact of ASU No. 2014-09 on our financial statements. Based on our evaluation to date, under the new standard revenue on the majority of our contracts will continue to be recognized over time as services are rendered. In addition, capitalization of costs associated with obtaining contracts will be required upon adoption of the new standard. The Company expects to finalize the evaluation in upcoming quarters and will provide updates on our progress including decisions made on method of adoption in future filings.

In February 2016, the FASB issued guidance on accounting for leases that generally requires all leases to be recognized on the consolidated balance sheet. The provisions of the guidance are effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. The Company plans to adopt this guidance in fiscal year beginning May 1, 2019. The provisions of the guidance are to be applied using a modified retrospective approach. The Company is currently evaluating the effect this guidance will have on the consolidated financial statements.

In August 2016, the FASB issued guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance provides clarification on specific cash flow issues regarding presentation and classification in the statement of cash flows with the objective of reducing the existing diversity in practice. The amendments in this update are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The Company plans to adopt this guidance in its fiscal year beginning May 1, 2018. The provisions of the guidance are to be applied using a retrospective transition method. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In January 2017, the FASB issued guidance that clarifies the definition of a business. The new guidance assists a company when evaluating whether transactions should be accounted for as acquisitions (disposals) of assets or businesses. The provisions of the guidance require that if the fair value of the gross assets acquired (or disposed of) is substantially concentrated in a single identifiable asset or a group of similar identifiable assets, then it is not a business. The provisions of the guidance are effective for annual years beginning after December 15, 2017, including interim periods, with early adoption permitted. The Company plans to adopt this guidance in its fiscal year beginning May 1, 2018. The provisions of the guidance are to be applied prospectively. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In January 2017, the FASB issued guidance simplifying the test for goodwill impairment. The new guidance simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments of this standard are effective for goodwill

 

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July 31, 2017 (continued)

 

        

 

impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company is evaluating the adoption timeline and the effects that the standard will have on the consolidated financial statements.

In March 2017, the FASB issued guidance that improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. The amendments of this standard are effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company will adopt this guidance in its fiscal year beginning May 1, 2018. The adoption of this standard is not anticipated to have a material impact on the consolidated financial statements.

In May 2017, the FASB issued guidance clarifying the scope of modification accounting for stock compensation. The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. The Company will adopt this guidance in its fiscal year beginning May 1, 2018. The Company is currently evaluating the impact of adopting this guidance.

2. Basic and Diluted Earnings Per Share

Accounting Standards Codification 260, Earnings Per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends prior to vesting as a separate class of securities in calculating earnings per share. We have granted and expect to continue to grant to certain employees under our restricted stock agreements, grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities. Therefore, we are required to apply the two-class method in calculating earnings per share. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The dilutive effect of participating securities is calculated using the more dilutive of the treasury method or the two-class method.

Basic earnings per common share was computed using the two-class method by dividing basic net earnings attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share was computed using the two-class method by dividing diluted net earnings attributable to common stockholders by the weighted-average number of common shares outstanding plus dilutive common equivalent shares. Dilutive common equivalent shares include all in-the-money outstanding options or other contracts to issue common stock as if they were exercised or converted. Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share are anti-dilutive, and are not included in the computation of diluted earnings per share.

During the three months ended July 31, 2017 and 2016, restricted stock awards of 0.6 million and 0.5 million were outstanding, respectively, but not included in the computation of diluted earnings per share because they were anti-dilutive.

 

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NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

The following table summarizes basic and diluted earnings per common share attributable to common stockholders:

 

                                                     
     Three Months Ended
July 31,
 
     2017      2016  
     (in thousands, except per share data)  

Net income attributable to Korn/Ferry International

   $ 29,041      $ 3,208  

Less: distributed and undistributed earnings to nonvested restricted stockholders

     288        44  
  

 

 

    

 

 

 

Basic net earnings attributable to common stockholders

     28,753        3,164  

Add: undistributed earnings to nonvested restricted stockholders

     232         

Less: reallocation of undistributed earnings to nonvested restricted stockholders

     230         
  

 

 

    

 

 

 

Diluted net earnings attributable to common stockholders

   $ 28,755      $ 3,164  
  

 

 

    

 

 

 

Weighted-average common shares outstanding:

     

Basic weighted-average number of common shares outstanding

     55,795        56,189  

Effect of dilutive securities:

     

Restricted stock

     588        316  

Stock options

     12        60  

ESPP

     8        11  
  

 

 

    

 

 

 

Diluted weighted-average number of common shares outstanding

     56,403        56,576  
  

 

 

    

 

 

 

Net earnings per common share:

     

Basic earnings per share

   $ 0.52      $ 0.06  
  

 

 

    

 

 

 

Diluted earnings per share

   $ 0.51      $ 0.06  
  

 

 

    

 

 

 

3. Stockholders’ Equity

The following table summarizes the changes in stockholders’ equity for the three months ended July 31, 2017:

 

                                                                                
     Total Korn/Ferry
International
Stockholders’
Equity
    Noncontrolling
Interest
     Total
Stockholders’
Equity
 
     (in thousands)  

Balance as of April 30, 2017

   $ 1,083,439     $ 3,609      $ 1,087,048  

Comprehensive income (loss):

       

Net income

     29,041       388        29,429  

Foreign currency translation adjustments

     16,084       105        16,189  

Deferred compensation and pension plan adjustments, net of tax

     352              352  

Net unrealized loss on interest rate swap, net of tax

     (63            (63

Dividends paid to shareholders

     (5,823            (5,823

Purchase of stock

     (7,372            (7,372

Issuance of stock

     4,586              4,586  

Stock-based compensation

     4,405              4,405  
  

 

 

   

 

 

    

 

 

 

Balance as of July 31, 2017

   $ 1,124,649     $ 4,102      $ 1,128,751  
  

 

 

   

 

 

    

 

 

 

 

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NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

The following table summarizes the changes in stockholders’ equity for the three months ended July 31, 2016:

 

                                                                                
     Total Korn/Ferry
International
Stockholders’
Equity
    Noncontrolling
Interest
    Total
Stockholders’
Equity
 
     (in thousands)  

Balance as of April 30, 2016

   $ 1,045,300     $ 2,001     $ 1,047,301  

Comprehensive income (loss):

      

Net income

     3,208       860       4,068  

Foreign currency translation adjustments

     (13,128     (146     (13,274

Deferred compensation and pension plan adjustments, net of tax

     462             462  

Dividends paid to shareholders

     (5,909           (5,909

Purchase of stock

     (4,161           (4,161

Issuance of stock

     2,784             2,784  

Stock-based compensation

     4,739             4,739  

Tax benefit from exercise of stock options and vesting of restricted stock

     332             332  
  

 

 

   

 

 

   

 

 

 

Balance as of July 31, 2016

   $ 1,033,627     $ 2,715     $ 1,036,342  
  

 

 

   

 

 

   

 

 

 

4. 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 stockholders (changes in paid in capital) and distributions to stockholders (dividends) and is reported in the accompanying consolidated statements of comprehensive income (loss). Accumulated other comprehensive loss, net of taxes, is recorded as a component of stockholders’ equity.

The components of accumulated other comprehensive loss were as follows:

 

                                                 
     July 31,
2017
    April 30,
2017
 
     (in thousands)  

Foreign currency translation adjustments

   $ (39,275   $ (55,359

Deferred compensation and pension plan adjustments, net of tax

     (14,775     (15,127

Interest rate swap unrealized loss, net of taxes

     (641     (578
  

 

 

   

 

 

 

Accumulated other comprehensive loss, net

   $ (54,691   $ (71,064
  

 

 

   

 

 

 

 

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July 31, 2017 (continued)

 

        

 

The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the three months ended July 31, 2017:

 

                                                                                                           
     Foreign
Currency
Translation
    Deferred
Compensation
and Pension
Plan (1)
    Unrealized
(losses) on
interest rate
swap (2)
    Accumulated
Other
Comprehensive
Income (Loss)
 
     (in thousands)  

Balance as of April 30, 2017

   $ (55,359   $ (15,127   $ (578   $ (71,064

Unrealized gains (losses) arising during the period

     16,084             (234     15,850  

Reclassification of realized net losses to net income

           352       171       523  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of July 31, 2017

   $ (39,275   $ (14,775   $ (641   $ (54,691
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the three months ended July 31, 2016:

 

                                                                                                              
     Foreign Currency
Translation
    Deferred
Compensation and
Pension Plan (1)
    Accumulated Other
Comprehensive
Income (Loss)
 
     (in thousands)  

Balance as of April 30, 2016

   $ (36,339   $ (21,572   $ (57,911

Unrealized losses arising during the period

     (13,128           (13,128

Reclassification of realized net losses to net income

           462       462  
  

 

 

   

 

 

   

 

 

 

Balance as of July 31, 2016

   $ (49,467   $ (21,110   $ (70,577
  

 

 

   

 

 

   

 

 

 

 

(1) The tax effect on the reclassifications of realized net losses was $0.2 million and $0.3 million for the three months ended July 31, 2017 and 2016, respectively.
(2) The tax effect on unrealized (losses) was $0.1 million for the three months ended July 31, 2017. The tax effect on the reclassification of realized net losses to net income was $0.1 million for the three months ended July 31, 2017.

5. Employee Stock Plans

Stock-Based Compensation

The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the periods indicated:

 

                                             
     Three Months Ended
July 31,
 
     2017     2016  
     (in thousands)  

Restricted stock

   $ 4,405     $ 4,739  

ESPP

     291       176  
  

 

 

   

 

 

 

Total stock-based compensation expense, pre-tax

     4,696       4,915  

Tax benefit from stock-based compensation expense

     (1,378     (1,484
  

 

 

   

 

 

 

Total stock-based compensation expense, net of tax

   $ 3,318     $ 3,431  
  

 

 

   

 

 

 

Stock Incentive Plans

At the Company’s 2016 Annual Meeting of Stockholders, held on October 6, 2016, the Company’s stockholders approved an amendment and restatement to the Korn/Ferry International Amended and Restated 2008 Stock Incentive Plan (the 2016 amendment and restatement being “The Third A&R 2008 Plan”), which among other things, increased the number of shares under the plan by 5,500,000 shares, increasing the current maximum number of shares that may be issued under the plan to 11,200,000 shares, subject to certain changes in the Company’s capital structure and other extraordinary events. The Third A&R 2008 Plan provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, restricted stock and restricted stock units, any of which may be performance-based or market-based, and incentive bonuses, which may be paid in cash or stock or a combination thereof. Under the Third A&R 2008 Plan, the ability to issue full-value awards is limited by requiring full-value stock awards to count 2.3 times as much as stock options.

 

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NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

Restricted Stock

The Company grants time-based restricted stock awards to executive officers and other senior employees generally vesting over a four-year period. In addition, certain key management members typically receive time-based restricted stock awards upon commencement of employment and may receive them annually in conjunction with the Company’s performance review. Time-based restricted stock awards are granted at a price equal to fair value, which is determined based on the closing price of the Company’s common stock on the grant date. The Company recognizes compensation expense for time-based restricted stock awards on a straight-line basis over the vesting period.

The Company also grants market-based and performance-based restricted stock units to executive officers and other senior employees. The market-based units vest after three years depending upon the Company’s total stockholder return over the three-year performance period relative to other companies in its selected peer group. The fair value of these market-based restricted stock units are determined by using extensive market data that is based on historical Company and peer group information. The Company recognizes compensation expense for market-based restricted stock units on a straight-line basis over the vesting period.

Performance-based restricted stock units vest after three years depending upon the Company meeting certain objectives that are set at the time the restricted stock unit is issued. Performance-based restricted stock units are granted at a price equal to the fair value, which is determined based on the closing price of the Company’s common stock on the grant date. At the end of each reporting period, the Company estimates the number of restricted stock units expected to vest, based on the probability that certain performance objectives will be met, exceeded, or fall below target levels, and the Company takes into account these estimates when calculating the expense for the period.

Restricted stock activity during the three months ended July 31, 2017 is summarized below:

 

                                                       
     Shares     Weighted-
Average Grant
Date Fair Value
 
     (in thousands, except per share data)  

Non-vested, April 30, 2017

     1,581     $ 29.74  

Granted

     574     $ 34.10  

Vested

     (368   $ 26.32  

Forfeited/expired

     (62   $ 33.19  
  

 

 

   

 

 

 

Non-vested, July 31, 2017

     1,725     $ 31.79  
  

 

 

   

 

 

 

As of July 31, 2017, there were 0.7 million shares and 0.2 million shares outstanding relating to market-based and performance-based restricted stock units, respectively, with total unrecognized compensation totaling $11.0 million and $7.0 million, respectively.

As of July 31, 2017, there was $42.1 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.7 years. During the three months ended July 31, 2017 and 2016, 97,483 shares and 185,754 shares of restricted stock totaling $3.3 million and $4.2 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to vesting of restricted stock.

Employee Stock Purchase Plan

The Company has an ESPP that, in accordance with Section 423 of the Internal Revenue Code, allows eligible employees to authorize payroll deductions of up to 15% of their salary to purchase shares of the Company’s common stock at 85% of the fair market price of the common stock on the last day of the enrollment period. Employees may not purchase more than $25,000 in stock during any calendar year. The maximum number of shares that may be issued under the ESPP is 3.0 million shares. During the three months ended July 31, 2017 and 2016, employees purchased 116,285 shares at $29.35 per share and 114,011 shares at $17.60 per share, respectively. As of July 31, 2017, the ESPP had approximately 1.2 million shares remaining available for future issuance.

Common Stock

During the three months ended July 31, 2017 and 2016, the Company issued 41,075 shares and 32,470 shares of common stock, respectively, as a result of the exercise of stock options, with cash proceeds from the exercise of $0.6 million and $0.4 million, respectively.

During the three months ended July 31, 2017, the Company repurchased (on the open market) 119,356 shares of the Company’s common stock for $4.0 million. No shares were repurchased during the three months ended July 31, 2016, other than to satisfy minimum tax withholding requirements upon the vesting of restricted stock as described above.

 

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July 31, 2017 (continued)

 

        

 

6. Financial Instruments

The following tables show the Company’s financial instruments and balance sheet classification as of July 31, 2017 and April 30, 2017:

 

                                                                                                                                               
    July 31, 2017  
    Fair Value Measurement     Balance Sheet Classification  
    Cost     Unrealized
Gains
    Unrealized
Losses
    Fair
Value
    Cash and
Cash
Equivalents
    Marketable
Securities,
Current
    Marketable
Securities,
Non-current
    Other
Accrued
Liabilities
    Income
Taxes &
Other
Receivables
 
    (in thousands)  

Level 1:

                 

Cash

  $ 280,961     $     $     $ 280,961     $ 280,961     $     $     $     $  

Money market funds

    1,058                   1,058       1,058                          

Mutual funds (1)

    117,222       9,533       (496     126,259             11,651       114,608              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 399,241     $ 9,533     $ (496   $ 408,278     $ 282,019     $ 11,651     $ 114,608     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Level 2:

                 

Foreign currency forward contracts

  $     $ 386     $ (400   $ (14   $     $     $     $ (315   $ 301  

Interest rate swap

  $     $     $ (1,050   $ (1,050   $     $     $     $ (1,050   $  
                      
    April 30, 2017  
    Fair Value Measurement     Balance Sheet Classification  
    Cost     Unrealized
Gains
    Unrealized
Losses
    Fair
Value
    Cash and
Cash
Equivalents
    Marketable
Securities,
Current
    Marketable
Securities,
Non-current
    Other
Accrued
Liabilities
    Income
Taxes &
Other
Receivables
 
    (in thousands)  

Level 1:

                 

Cash

  $ 409,824     $     $     $ 409,824     $ 409,824     $     $     $     $  

Money market funds

    1,058                   1,058       1,058                          

Mutual funds (1)

    113,818       6,697       (578     119,937             4,363       115,574              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 524,700     $ 6,697     $ (578   $ 530,819     $ 410,882     $ 4,363     $ 115,574     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Level 2:

                 

Foreign currency forward contracts

  $     $ 129     $ (846   $ (717   $     $     $     $ (717   $  

Interest rate swap

  $     $     $ (947   $ (947   $     $     $     $ (947   $  

 

 

(1) These investments are held in trust for settlement of the Company’s vested obligations of $116.2 million and $99.5 million as of July 31, 2017 and April 30, 2017, respectively, under the ECAP (see Note 7 — Deferred Compensation and Retirement Plans). During the three months ended July 31, 2017 and 2016, the fair value of the investments increased; therefore, the Company recognized income of $3.4 million and $3.9 million, respectively, which was recorded in other income, net.

Investments in marketable securities classified as trading are based upon investment selections the employee elects from a pre-determined set of securities in the ECAP and the Company invests in marketable securities to mirror these elections. As of July 31, 2017 and April 30, 2017, the Company’s investments in marketable securities classified as trading consist of mutual funds for which market prices are readily available.

Designated Derivatives - Interest Rate Swap Agreement

In March 2017, the Company entered into an interest rate swap contract with a notional amount of $129.8 million, to hedge the variability to changes in cash flows attributable to interest rate risks caused by changes in interest rates related to its variable rate debt. The Company has designated the swap as a cash flow hedge. The notional amount will be amortized so that the amount is always half of the principal balance of the debt outstanding. As of July 31, 2017, the notional amount was $127.2 million. The interest rate swap agreement matures on June 15, 2021, and locks the interest rates on half the debt outstanding at 1.919%, exclusive of the credit spread on the debt.

 

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July 31, 2017 (continued)

 

        

 

The fair value of the derivative designated as a cash flow hedge instrument is as follows:

 

                                           
     July 31,
2017
     April 30,
2017
 
     (in thousands)  

Derivative liability:

     

 Interest rate swap contract

   $ 1,050      $ 947  

During the three months ended July 31, 2017, the Company recognized the following losses on the interest rate swap:

 

                     
     July 31,
2017
 
     (in thousands)  

Losses recognized in other comprehensive income (net of tax effects of $149)

   $ 234  

Losses reclassified from accumulated other comprehensive income into interest expense, net

     280  

As the critical terms of the hedging instrument and the hedged forecasted transaction are the same, the Company has concluded that the changes in the fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

We estimate that $0.7 million of derivative losses included in accumulated other comprehensive income as of July 31, 2017 will be reclassified into other expense within the following 12 months. The cash flows related to the interest rate swap contract are included in net cash provided by operating activities.

Non-Designated Derivatives – Foreign Currency Forward Contracts

The fair value of derivatives not designated as hedge instruments are as follows:

 

                                           
     July 31,
2017
    April 30,
2017
 
     (in thousands)  

Derivative assets:

    

Total gross amount of foreign currency forward contracts

   $ 386     $  

Gross derivatives offset on the balance sheet (1)

     (85      
  

 

 

   

 

 

 

Net amounts presented on the balance sheet

   $ 301     $  
  

 

 

   

 

 

 

Derivative liabilities:

    

Total gross amount of foreign currency forward contracts

   $ 400     $ 846  

Gross derivatives offset on the balance sheet (1)

     (85     (129
  

 

 

   

 

 

 

Net amounts presented on the balance sheet

   $ 315     $ 717  
  

 

 

   

 

 

 

 

(1) These amounts represent the impact of netting derivative assets and derivative liabilities when a legally enforceable master netting agreement exists and fair value of adjustments related to our counterparty credit risk.

As of July 31, 2017, the total notional amounts of the forward contracts purchased and sold were $12.2 million and $67.2 million, respectively. As of April 30, 2017, the total notional amounts of the forward contracts purchased and sold were $19.4 million and $70.0 million, respectively. During the three months ended July 31, 2017, the Company incurred losses of $2.6 million related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of operations. These losses offset foreign currency gains that result from transactions denominated in a currency other than the Company’s functional currency. The Company incurred an immaterial net gain related to forward contracts during the three months ended July 31, 2016. The cash flows related to foreign currency forward contracts are included in net cash used in operating activities.

 

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July 31, 2017 (continued)

 

        

 

7. Deferred Compensation and Retirement Plans

The Company has several deferred compensation and retirement plans for eligible consultants and vice presidents that provide defined benefits to participants based on the deferral of current compensation or contributions made by the Company subject to vesting and retirement or termination provisions. Among these plans is a defined benefit pension plan for certain Hay Group employees in the United States. The assets of this plan are held separately from the assets of the sponsors in self-administered funds. The plan is funded consistent with local statutory requirements and the Company expects to contribute $0.2 million to this plan during fiscal 2018. All other defined benefit obligations from other plans are unfunded.

The components of net periodic benefit costs are as follows:

 

                                                 
     Three Months Ended
July 31,
 
     2017     2016  
     (in thousands)  

Service cost

   $ 2,126     $ 609  

Interest cost

     959       1,062  

Amortization of actuarial loss

     577       763  

Expected return on plan assets (1)

     (399     (390
  

 

 

   

 

 

 

Net periodic benefit costs

   $ 3,263     $ 2,044  
  

 

 

   

 

 

 

 

(1) The expected long-term rate of return on plan assets is 6.50% for July 31,2017 and 2016.

The Company purchased COLI contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of funding benefits under such plans. The gross CSV of these contracts of $180.7 million and $180.3 million is offset by outstanding policy loans of $66.8 million and $67.2 million in the accompanying consolidated balance sheets as of July 31, 2017 and April 30, 2017, respectively. The CSV value of the underlying COLI investments increased by $2.5 million during the three months ended July 31, 2017 and 2016, and is recorded as a decrease in compensation and benefits expense in the accompanying consolidated statements of income.

The Company’s 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. In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance. Certain key management may also receive Company ECAP contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis over the service period, generally a four- to five-year period. Participants have the ability to allocate their deferrals among a number of investment options and may receive their benefits at termination, retirement or “in service” either in a lump sum or in quarterly installments over one to 15 years. The ECAP amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable on the accompanying balance sheet.

The ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs. During the three months ended July 31, 2017 and 2016, deferred compensation liability increased; therefore, the Company recognized an increase in compensation expense of $3.7 million and $3.2 million, respectively. Offsetting the increase in compensation and benefits expense was an increase in the fair value of marketable securities classified as trading (held in trust to satisfy obligations under the ECAP) of $3.4 million and $3.9 million during the three months ended July 31, 2017 and 2016, respectively, recorded in other income, net on the consolidated statements of income (see Note 6—Financial Instruments).

8. Restructuring Charges, Net

During fiscal 2016, the Company implemented a restructuring plan in order to rationalize its cost structure by eliminating redundant positions and consolidating office space due to the acquisition of Legacy Hay on December 1, 2015. The Company continued the implementation of the fiscal 2016 restructuring plan in fiscal 2018 in order to integrate the Hay Group entities that were acquired in fiscal 2016 by consolidating premises. This resulted in restructuring charges of $0.3 million in the three months ended July 31, 2017, all of which relates to consolidation of premises.

 

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NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

Changes in the restructuring liability during the three months ended July 31, 2017 are as follows:

 

                                                                          
     Severance     Facilities     Total  
     (in thousands)  

Liability as of April 30, 2017

   $ 5,341     $ 8,354     $ 13,695  

Restructuring charges, net

           280       280  

Reductions for cash payments

     (2,602     (1,464     (4,066

Exchange rate fluctuations

     165       244       409  
  

 

 

   

 

 

   

 

 

 

Liability as of July 31, 2017

   $ 2,904     $ 7,414     $ 10,318  
  

 

 

   

 

 

   

 

 

 

 

As of July 31, 2017 and April 30, 2017, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets, except for $4.0 million and $4.6 million, respectively, of facilities costs which primarily relate to commitments under operating leases, net of sublease income, which are included in other long-term liabilities.

 

The restructuring liability by segment is summarized below:

 

 

 

     July 31, 2017  
     Severance     Facilities     Total  
     (in thousands)  

Executive Search

      

North America

   $ 40     $ 242     $ 282  

Europe, Middle East and Africa (“EMEA”)

     204             204  

Asia Pacific

           3       3  

Latin America

           49       49  
  

 

 

   

 

 

   

 

 

 

Total Executive Search

     244       294       538  

Hay Group

     2,660       6,991       9,651  

Futurestep

           129       129  
  

 

 

   

 

 

   

 

 

 

Liability as of July 31, 2017

   $ 2,904     $ 7,414     $ 10,318  
  

 

 

   

 

 

   

 

 

 
           
     April 30, 2017  
     Severance     Facilities     Total  
     (in thousands)  

Executive Search

      

North America

   $ 134     $ 250     $ 384  

Europe, Middle East and Africa

     393             393  

Asia Pacific

           6       6  

Latin America

           87       87  
  

 

 

   

 

 

   

 

 

 

Total Executive Search

     527       343       870  

Hay Group

     4,814       7,879       12,693  

Futurestep

           132       132  
  

 

 

   

 

 

   

 

 

 

Liability as of April 30, 2017

   $ 5,341     $ 8,354     $ 13,695  
  

 

 

   

 

 

   

 

 

 

9. Business Segments

The Company currently operates in three global businesses: Executive Search, Hay Group and Futurestep. The Executive Search segment focuses on recruiting Board of Director and C-level positions, in addition to research-based interviewing and onboarding solutions, for clients predominantly in the consumer, financial services, industrial, life sciences/healthcare and technology industries. Hay Group assists clients with ongoing assessment, compensation and development of their senior executives and management teams, and addresses four fundamental needs: Talent Strategy, Succession Management, Leadership Development, and Rewards, Motivation and Engagement, all underpinned by a comprehensive array of world-leading intellectual property, products and tools. Futurestep is a global industry leader in high-impact talent acquisition solutions. Its portfolio of services includes global and regional RPO, project recruitment, individual professional search and consulting. The Executive Search business segment is managed by geographic regional leaders and Hay Group and Futurestep worldwide operations are managed by their Chief Executive Officers. The Executive Search geographic regional leaders and the Chief Executive Officers of Hay Group and Futurestep report directly to the Chief Executive Officer of the Company. The Company also operates a Corporate segment to record global expenses of the Company.

The Company evaluates performance and allocates resources based on the Company’s chief operating decision maker’s review of (1) fee revenue and (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other than temporary impairment). The

 

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NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

accounting policies for the reportable segments are the same as those described in the summary of significant accounting policies, except the items described above are excluded from EBITDA to arrive at Adjusted EBITDA. For the three months ended July 31, 2016, Adjusted EBITDA includes deferred revenue adjustment related to the Legacy Hay acquisition, reflecting revenue that the Hay Group would have realized if not for business combination accounting that requires a company to record the acquisition balance sheet at fair value and write-off deferred revenue where no future services are required to be performed to earn that revenue.

Financial highlights by business segment are as follows:

 

                                                                                                                                                                          
     Three Months Ended July 31, 2017  
     Executive Search                             
     North
America
     EMEA      Asia Pacific      Latin
America
     Subtotal      Hay
Group
     Futurestep      Corporate     Consolidated  
     (in thousands)  

Fee revenue

   $ 91,833      $ 40,121      $ 21,578      $ 7,659      $ 161,191      $ 179,453      $ 60,610      $     $ 401,254  

Total revenue

   $ 95,205      $ 41,058      $ 21,880      $ 7,664      $ 165,807      $ 183,296      $ 65,814      $     $ 414,917  

Net income attributable to Korn/Ferry International

                          $ 29,041  

Net income attributable to noncontrolling interest

                            388  

Other income, net

                            (3,532

Interest expense, net

                            2,660  

Equity in earnings of unconsolidated subsidiaries, net

                            (30

Income tax provision

                            12,210  
                         

 

 

 

Operating income (loss)

   $ 21,995      $ 6,675      $ 3,141      $ 1,026      $ 32,837      $ 19,083      $ 8,237      $ (19,420     40,737  

Depreciation and amortization

     949        428        320        107        1,804        8,085        796        1,524       12,209  

Other income (loss), net

     282        56        105        20        463        32        8        3,029       3,532  

Equity in earnings of unconsolidated subsidiaries, net

     30                             30                            30  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

EBITDA

     23,256        7,159        3,566        1,153        35,134        27,200        9,041        (14,867     56,508  

Restructuring charges, net

                   40               40        240                     280  

Integration/acquisition cost

                                        2,549               39       2,588  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 23,256      $ 7,159      $ 3,606      $ 1,153      $ 35,174      $ 29,989      $ 9,041      $ (14,828   $ 59,376  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

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KORN/FERRY INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

                                                                                                                                                                          
     Three Months Ended July 31, 2016  
     Executive Search                           
     North
America
     EMEA      Asia Pacific      Latin
America
     Subtotal      Hay Group     Futurestep     Corporate     Consolidated  
     (in thousands)  

Fee revenue

   $ 81,802      $ 35,370      $ 19,626      $ 9,563      $ 146,361      $ 174,582     $ 54,678     $     $ 375,621  

Deferred revenue adjustment due to acquisition

                                        3,535                   3,535  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted fee revenue

   $ 81,802      $ 35,370      $ 19,626      $ 9,563      $ 146,361      $ 178,117     $ 54,678     $     $ 379,156  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   $ 85,425      $ 36,249      $ 20,180      $ 9,614      $ 151,468      $ 181,508     $ 59,957     $     $ 392,933  

Net income attributable to Korn/Ferry International

                        $ 3,208  

Net income attributable to noncontrolling interest

                          860  

Other income, net

                          (4,259

Interest expense, net

                          3,061  

Equity in earnings of unconsolidated subsidiaries, net

                          (79

Income tax provision

                          1,725  
                       

 

 

 

Operating income (loss)

   $ 16,468      $ 6,027      $ 2,102      $ 2,330      $ 26,927      $ (7,743   $ 7,513     $ (22,181     4,516  

Depreciation and amortization

     830        211        225        114        1,380        8,016       623       1,425       11,444  

Other income (loss), net

     288        24        87        73        472        235       (2     3,554       4,259  

Equity in earnings of unconsolidated subsidiaries, net

     79                             79                          79  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     17,665        6,262        2,414        2,517        28,858        508       8,134       (17,202     20,298  

Restructuring charges, net

     1,706        128        622        360        2,816        21,488             216       24,520  

Integration/acquisition costs

                                        4,264             3,763       8,027  

Deferred revenue adjustment due to acquisition

                                        3,535                   3,535  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 19,371      $ 6,390      $ 3,036      $ 2,877      $ 31,674      $ 29,795     $ 8,134     $ (13,223   $ 56,380  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

10. Long-Term Debt

On June 15, 2016, the Company entered into a senior secured $400 million Credit Agreement (the “Credit Agreement”) with a syndicate of banks and Wells Fargo Bank, National Association as administrative agent (to provide for enhanced financial flexibility and in recognition of the accelerated pace of the Hay Group integration). The Credit Agreement provides for, among other things: (a) a senior secured term loan facility in an aggregate principal amount of $275 million (the “Term Facility”), (b) a senior secured revolving credit facility (the “Revolver” and together with the Term Facility, the “Credit Facilities”) in an aggregate principal amount of $125 million, (c) annual term loan amortization of 7.5%, 7.5%, 10.0%, 10.0%, and 10.0%, with the remaining principal due at maturity, (d) certain customary affirmative and negative covenants, including a maximum consolidated total leverage ratio (as defined below) and a minimum interest coverage ratio and (e) an expanded definition of permitted add-backs to Adjusted EBITDA in recognition of the accelerated integration actions. The Company drew down $275 million on the new term loan and used $140 million of the proceeds to pay-off the term loan that was outstanding as of April 30, 2016.

At the Company’s option, loans issued under the Credit Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the Credit Facilities may fluctuate between LIBOR plus 1.25% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.25% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon the Company’s total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated leverage ratio”) at such time. In addition, the Company will be required to pay to the lenders a quarterly fee ranging from 0.20% to 0.35% per annum on the average daily unused amount of the Term Facility, based upon the Company’s consolidated leverage ratio at such time, and fees relating to the issuance of letters of credit. During the three months ended July 31, 2017 and 2016, the average rate on the Term Facility was 2.34% and 2.40%, respectively.

Both the Revolver and the Term Facility mature on June 15, 2021, and may be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees). The Term Facility is payable in quarterly installments with principal payments totaling $5.2 million made during the three months ended July 31, 2017. As of July 31, 2017, $254.4 million was outstanding under the Term Facility compared to $259.5 million as of April 30, 2017. The current and long-term portion of unamortized debt issuance costs associated with the long-term debt, was $3.4 million and $3.5 million as of July 31, 2017 and April 30, 2017, respectively. The fair value of the Company’s Term Facility is based on borrowing rates

 

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NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2017 (continued)

 

        

 

currently required of loans with similar terms, maturity and credit risk. The carrying amount of the Term Facility approximates fair value because the base interest rate charged varies with market conditions and the credit spread is commensurate with current market spreads for issuers of similar risk. The fair value of the Term Facility is classified as a Level 2 liability in the fair value hierarchy. As of July 31, 2017, the Company was in compliance with its debt covenants.

As of July 31, 2017 and April 30, 2017, the Company had no borrowings under the Revolver. The Company had $3.0 million of standby letters of credits issued under its long-term debt arrangements as of July 31, 2017 and April 30, 2017. The Company had a total of $8.8 million and $8.1 million of standby letters of credits with other financial institutions as of July 31, 2017 and April 30, 2017, respectively. The standby letters of credits were generally issued as a result of entering into office premise leases.

11. Subsequent Events

Quarterly Dividend Declaration

On September 5, 2017, the Board of Directors of the Company declared a cash dividend of $0.10 per share with a payment date of October 13, 2017 to holders of the Company’s common stock of record at the close of business on September 27, 2017. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial conditions, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant. The Board may amend, revoke or suspend the dividend policy at any time and for any reason.

 

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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, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “likely,” “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, changes in demand for our services as a result of automation, dependence on attracting and retaining qualified and experienced consultants, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, global and local political or economic developments in or affecting countries where we have operations, currency fluctuations in our international operations, risks related to growth, restrictions imposed by off-limits agreements, competition, reliance on information processing systems, cyber security vulnerabilities, changes to data security, data privacy, and data protection laws, limited protection of our intellectual property, our ability to enhance and develop new technology, our ability to successfully recover from a disaster or business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, alignment of our cost structure, risks related to the integration of recently acquired businesses, the utilization and billing rates of our consultants, seasonality, and the matters disclosed under the heading “Risk Factors” in the Company’s Exchange Act reports, including Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2017 (“Form 10-K”). Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report on Form 10-Q 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 and related notes included in this Quarterly Report on Form 10-Q. We also make available on the Investor Relations portion of our website at www.kornferry.com earnings slides and other important information, which we encourage you to review.

Executive Summary

Korn/Ferry International (referred to herein as the “Company,” “Korn Ferry,” or in the first person notations “we,” “our,” and “us”) is the preeminent global people and organizational advisory firm. Our services include Executive Search, advisory solutions and products through Hay Group (formerly known as Leadership & Talent Consulting (“Legacy LTC”) which was combined with HG (Luxembourg) S.à.r.l (“Legacy Hay”) in December 2015) and recruitment for non-executive professionals and recruitment process outsourcing (“RPO”) through Futurestep. The Company also operates a Corporate segment to record global expenses of the Company. Approximately 71% of the executive searches we performed in fiscal 2017 were for board level, chief executive and other senior executive and general management positions. Our 3,589 executive search clients in fiscal 2017 included many of the world’s largest and most prestigious public and private companies, including approximately 57% of the Fortune 500, middle market and emerging growth companies, as well as government and nonprofit organizations. We have built strong client loyalty, with 82% of assignments performed (without giving effect to Legacy Hay assignments) during fiscal 2017 having been on behalf of clients for whom we had conducted assignments in the previous three fiscal years. Approximately 61% of our revenues were generated from clients that utilize multiple lines of business.

Superior performance comes from having the right conditions for success in two key areas – the organization and its people. Organizational conditions encourage people to put forth their best effort and invest their energy towards achieving the organization’s purpose. We can help operationalize a client’s complete strategy or address any combination of six broad categories:

 

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Strategy Execution & Organization Design

   We establish the conditions for success by clarifying strategy; designing an operating model and organization structure that aligns to it; and defining a high performance culture. We enable strategic change by engaging and motivating people to perform.

Talent Strategy and Work Design

   We map talent strategy to business strategy and help organizations put their plan into action. We make sure they have the right people, in the right roles, engaged and enabled to do the right things.

Rewards and Benefits

   We help organizations align reward with strategy. We help them pay their people fairly for doing the right things — with rewards they value — at a cost the organization can afford.

Assessment and Succession

   We provide actionable, research-backed insights that allow organizations to understand the true capabilities of their people so they can make decisions that ensure the right leaders are ready — when and where they are needed — in the future.

Executive Search and Recruitment

   We integrate scientific research with our practical experience and industry-specific expertise to recruit professionals of all levels and functions at organizations across every industry.

Leadership Development

   We activate purpose, vision, and strategy through leaders at all levels and organizations. We combine expertise, science, and proven techniques with forward thinking and creativity to build leadership experiences that help entry to senior-level leaders grow and deliver superior results.

During fiscal 2017, we continued the implementation of our fiscal 2016 restructuring plan in order to rationalize our cost structure by eliminating redundant positions and real estate that were created due to the acquisition of Legacy Hay in December 2015. In particular, the majority of our efforts in fiscal 2016 were focused on activities associated with integration of our go-to-market activities, our intellectual property and content, our solution sets and service offerings, and our back office systems and business processes. During the three months ended July 31, 2016, we recorded $24.5 million in restructuring charges with $11.5 million of severance costs and $13.0 million relating to consolidation of premises. During the three months ended July 31, 2017, we recorded $0.3 million of restructuring charges relating to the consolidation of premises.

The Company currently operates in three global business segments: Executive Search, Hay Group and Futurestep. See Note 9 — Business Segments, in the Notes to Consolidated Unaudited Financial Statements for discussion of the Company’s global business segments. The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of (1) fee revenue and (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs and certain separation costs and certain non-cash charges (goodwill, intangible asset and other than temporary impairment). For the three months ended July 31, 2016, Adjusted EBITDA includes a deferred revenue adjustment related to the Legacy Hay acquisition, reflecting revenue that Hay Group would have realized if not for business combination accounting that requires a company to record the acquisition balance sheet at fair value and write-off deferred revenue where no future services are required to be performed to earn that revenue. During the three months ended July 31, 2017, management no longer has adjusted fee revenue.

Adjusted EBITDA and EBITDA are non-GAAP financial measures. They have limitations as analytical tools, should not be viewed as a substitute for financial information determined in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. In addition, they may not necessarily be comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of these non-GAAP financial measures provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain charges, items of income and other items that may not be indicative of Korn Ferry’s ongoing operating results. The use of these non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance and identification of operating trends that may otherwise be distorted by certain charges and other items that may not be indicative of Korn Ferry’s ongoing operating results. Korn Ferry includes these non-GAAP financial measures because management believes it is useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry’s ongoing operations and financial and operational decision-making. The accounting policies for the reportable segments are the same as those described in the summary of significant accounting policies in the accompanying consolidated financial statements, except that the above noted items are excluded from EBITDA to arrive at Adjusted EBITDA. Management further believes that EBITDA is useful to investors because it is frequently used by investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes and capitalized asset values, all of which can vary substantially from company to company.

Similarly, adjusted fee revenue is a non-GAAP financial measure. Adjusted fee revenue is not a measure that substitutes an individually tailored revenue recognition or measurement method for those of GAAP; rather, it is an adjustment for a short period of time that will provide better comparability in the current and future periods. Management believes the presentation of adjusted fee revenue assists management in its evaluation of ongoing operations and provides useful information to investors because it allows investors to make more meaningful period-to-period comparisons of the Company’s operating results, to

 

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better identify operating trends that may otherwise be distorted by write-offs required under business combination accounting and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry’s ongoing operations and financial and operational decision-making.

Fee revenue increased $25.7 million, or 7%, in the three months ended July 31, 2017 to $401.3 million compared to $375.6 million in the three months ended July 31, 2016, with increases in fee revenue in all business segments. During the three months ended July 31, 2017, we recorded operating income of $40.7 million with Executive Search, Hay Group and Futurestep segments contributing $32.8 million, $19.1 million and $8.2 million, respectively, offset by Corporate expenses of $19.4 million. Net income attributable to Korn Ferry during the three months ended July 31, 2017 was $29.0 million compared to $3.2 million for the three months ended July 31, 2016, an increase of $25.8 million over the year-ago quarter. Adjusted EBITDA was $59.4 million during the three months ended July 31, 2017 with Executive Search, Hay Group and Futurestep segments contributing $35.2 million, $30.0 million, and $9.0 million, respectively, offset by Corporate expenses net of other income of $14.8 million. Adjusted EBITDA increased $3.0 million during the three months ended July 31, 2017, from Adjusted EBITDA of $56.4 million in the year-ago quarter.

Our cash, cash equivalents and marketable securities decreased $122.5 million, or 23%, to $408.3 million at July 31, 2017, compared to $530.8 million at April 30, 2017. This decrease is mainly due to bonuses earned in fiscal 2017 and paid during the first quarter of fiscal 2018, sign-on and retention payments, $9.5 million in payments for the purchase of fixed assets, $5.8 million in dividends paid during first quarter of fiscal 2018, $5.2 million in principal payments on our term loan and $4.0 million in stock repurchases in the open market, partially offset by cash provided by operating activities. As of July 31, 2017, we held marketable securities to settle obligations under our Executive Capital Accumulation Plan (“ECAP”) with a cost value of $117.2 million and a fair value of $126.3 million. Our vested obligations for which these assets were held in trust totaled $116.2 million as of July 31, 2017 and our unvested obligations totaled $25.3 million.

Our working capital increased by $22.0 million to $407.1 million in the three months ended July 31, 2017. We believe that cash on hand and funds from operations and other forms of liquidity will be sufficient to meet our anticipated working capital, capital expenditures, general corporate requirements, repayment of the debt obligations incurred in connection with the Legacy Hay acquisition, the retention pool obligations pursuant to the Legacy Hay acquisition and dividend payments under our dividend policy in the next twelve months. We had no outstanding borrowings under our revolving credit facility at July 31, 2017 and April 30, 2017. As of July 31, 2017 and April 30, 2017, there was $3.0 million of standby letters of credit issued under our long-term debt arrangements. We had a total of $8.8 million and $8.1 million of standby letters of credits with other financial institutions as of July 31, 2017 and April 30, 2017, respectively.

Results of Operations

The following table summarizes the results of our operations as a percentage of fee revenue:

(Numbers may not total exactly due to rounding)

 

                                                 
     Three Months Ended
July 31,
 
     2017     2016  

Fee revenue

     100.0     100.0

Reimbursed out-of-pocket engagement expenses

     3.4       4.6  
  

 

 

   

 

 

 

Total revenue

     103.4       104.6  

Compensation and benefits

     68.3       70.0  

General and administrative expenses

     14.5       14.7  

Reimbursed expenses

     3.4       4.6  

Cost of services

     3.9       4.5  

Depreciation and amortization

     3.0       3.0  

Restructuring charges, net

     0.1       6.5  
  

 

 

   

 

 

 

Operating income

     10.2       1.2  
  

 

 

   

 

 

 

Net income

     7.3     1.1
  

 

 

   

 

 

 

Net income attributable to Korn/Ferry International

     7.2     0.9
  

 

 

   

 

 

 

 

 

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The following tables summarize the results of our operations by business segment:

(Numbers may not total exactly due to rounding)

 

                                                                                                   
     Three Months Ended July 31,  
     2017     2016  
     Dollars     %     Dollars     %  
     (dollars in thousands)  

Fee revenue

        

Executive Search:

        

North America

   $ 91,833       22.9   $ 81,802       21.8

EMEA

     40,121       10.0       35,370       9.4  

Asia Pacific

     21,578       5.4       19,626       5.2  

Latin America

     7,659       1.9       9,563       2.5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Executive Search

     161,191       40.2       146,361       39.0  

Hay Group

     179,453       44.7       174,582       46.5  

Futurestep

     60,610       15.1       54,678       14.6  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fee revenue

     401,254       100.0     375,621       100.0
    

 

 

     

 

 

 

Reimbursed out-of-pocket engagement expense

     13,663         17,312    
  

 

 

     

 

 

   

Total revenue

   $ 414,917       $ 392,933    
  

 

 

     

 

 

   
             
     Three Months Ended July 31,  
     2017     2016  
     Dollars     Margin(1)     Dollars     Margin(1)  
     (dollars in thousands)  

Operating income (loss)

        

Executive Search:

        

North America

   $ 21,995       24.0   $ 16,468       20.1

EMEA

     6,675       16.6       6,027       17.0  

Asia Pacific

     3,141       14.6       2,102       10.7  

Latin America

     1,026       13.4       2,330       24.4  
  

 

 

     

 

 

   

Total Executive Search

     32,837       20.4       26,927       18.4  

Hay Group

     19,083       10.6       (7,743     (4.4

Futurestep

     8,237       13.6       7,513       13.7  

Corporate

     (19,420       (22,181  
  

 

 

     

 

 

   

Total operating income

   $ 40,737       10.2   $ 4,516       1.2
  

 

 

     

 

 

   

 

(1) Margin calculated as a percentage of fee revenue by business segment.

 

                                                                                                                                               
     Three Months Ended July 31, 2017  
     Executive Search                          
     North
America
    EMEA     Asia
Pacific
    Latin
America
    Subtotal     Hay Group     Futurestep     Corporate     Consolidated  
     (in thousands)  

Fee revenue

   $ 91,833     $ 40,121     $ 21,578     $ 7,659     $ 161,191     $ 179,453     $ 60,610     $     $ 401,254  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   $ 95,205     $ 41,058     $ 21,880     $ 7,664     $ 165,807     $ 183,296     $ 65,814     $     $ 414,917  

Net income attributable to Korn/Ferry International

                   $ 29,041  

Net income attributable to noncontrolling interest

                     388  

Other income, net

                     (3,532

Interest expense, net

                     2,660  

Equity in earnings of unconsolidated subsidiaries, net

                     (30

Income tax provision

                     12,210  
                  

 

 

 

Operating income (loss)

   $ 21,995     $ 6,675     $ 3,141     $ 1,026     $ 32,837     $ 19,083     $ 8,237     $ (19,420     40,737  

Depreciation and amortization

     949       428       320       107       1,804       8,085       796       1,524       12,209  

Other income (loss), net

     282       56       105       20       463       32       8       3,029       3,532  

Equity in earnings of unconsolidated subsidiaries, net

     30                         30                         30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     23,256       7,159       3,566       1,153       35,134       27,200       9,041       (14,867     56,508  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Restructuring charges, net

                 40             40       240                   280  

Integration/acquisition costs

                                   2,549             39       2,588  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 23,256     $ 7,159     $ 3,606     $ 1,153     $ 35,174     $ 29,989     $ 9,041     $ (14,828   $ 59,376  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA margin

     25.3     17.8     16.7     15.1     21.8     16.7     14.9       14.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

 

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     Three Months Ended July 31, 2016  
     Executive Search                          
     North
America
    EMEA     Asia
Pacific
    Latin
America
    Subtotal     Hay
Group
    Futurestep     Corporate     Consolidated  
     (in thousands)  

Fee revenue

   $ 81,802     $ 35,370     $ 19,626     $ 9,563     $ 146,361     $ 174,582     $ 54,678     $     $ 375,621  

Deferred revenue adjustment due to acquisition

                                   3,535                   3,535  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted fee revenue

   $ 81,802     $ 35,370     $ 19,626     $ 9,563     $ 146,361     $ 178,117     $ 54,678     $     $ 379,156  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   $ 85,425     $ 36,249     $ 20,180     $ 9,614     $ 151,468     $ 181,508     $ 59,957     $     $ 392,933  

Net income attributable to Korn/Ferry International

                   $ 3,208  

Net income attributable to noncontrolling interest

                     860  

Other income, net

                     (4,259

Interest expense, net

                     3,061  

Equity in earnings of unconsolidated subsidiaries, net

                     (79

Income tax provision

                     1,725  
                  

 

 

 

Operating income (loss)

   $ 16,468     $ 6,027     $ 2,102     $ 2,330     $ 26,927     $ (7,743   $ 7,513     $ (22,181     4,516  

Depreciation and amortization

     830       211       225       114       1,380       8,016       623       1,425       11,444  

Other income (loss), net

     288       24       87       73       472       235       (2     3,554       4,259  

Equity in earnings of unconsolidated subsidiaries, net

     79                         79                         79  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     17,665       6,262       2,414       2,517       28,858       508       8,134       (17,202     20,298  

Restructuring charges, net

     1,706       128       622       360       2,816       21,488             216       24,520  

Integration/acquisition costs

                                   4,264             3,763       8,027  

Deferred revenue adjustment due to acquisition

                                   3,535                   3,535  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 19,371     $ 6,390     $ 3,036     $ 2,877     $ 31,674     $ 29,795     $ 8,134     $ (13,223   $ 56,380  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA margin

     23.7     18.1     15.5     30.1     21.6     16.7     14.9       14.9
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Three Months Ended July 31, 2017 Compared to Three Months Ended July 31, 2016

Fee Revenue

Fee Revenue. Fee revenue went up by $25.7 million, or 7%, to $401.3 million in the three months ended July 31, 2017 compared to $375.6 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $3.3 million, or 1%, in the three months ended July 31, 2017 compared to the year-ago quarter. The higher fee revenue was attributable to organic growth in all lines of business.

Executive Search. Executive Search reported fee revenue of $161.2 million, an increase of $14.8 million, or 10%, in the three months ended July 31, 2017 compared to $146.4 million in the year-ago quarter. As detailed below, Executive Search fee revenue was higher in North America, EMEA and Asia Pacific, partially offset by lower fee revenue in the Latin America region in the three months ended July 31, 2017 as compared to the year-ago quarter. The higher fee revenue in Executive Search was mainly due to a 12% increase in the number of engagements billed, offset by a 1% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the three months ended July 31, 2017 compared to the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $1.2 million, or 1%, in the three months ended July 31, 2017, compared to the year-ago quarter.

North America reported fee revenue of $91.8 million, an increase of $10.0 million, or 12%, in the three months ended July 31, 2017 compared to $81.8 million in the year-ago quarter. North America’s fee revenue was higher due to a 9% increase in the number of engagements billed and a 3% increase in the weighted-average fees billed per engagement (calculated using local currency) during the three months ended July 31, 2017 compared to the year-ago quarter. The overall increase in fee revenue was driven by the increase in fee revenue from the industrial and technology sectors compared to the year-ago quarter, offset by a decline in fee revenue in the life sciences/healthcare and consumer goods sectors. The effect of exchange rates was minimal to fee revenue in the three months ended July 31, 2017, compared to the year-ago quarter.

EMEA reported fee revenue of $40.1 million, an increase of $4.7 million, or 13%, in the three months ended July 31, 2017 compared to $35.4 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $1.1 million, or 3%, in the three months ended July 31, 2017, compared to the year-ago quarter. The rest of the change in fee revenue was due to a 24% increase in the number of engagements billed, offset by a 6% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the three months ended July 31, 2017 compared to the year-ago quarter. The performance in the United Kingdom, Germany and Italy were the primary contributors to the increase in fee revenue in

 

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the three months ended July 31, 2017 compared to the year-ago quarter, offset by a decrease in fee revenue in the United Arab Emirates. In terms of business sectors, industrial, life sciences/healthcare and technology had the largest increase in fee revenue in the three months ended July 31, 2017 as compared to the year-ago quarter.

Asia Pacific reported fee revenue of $21.6 million, an increase of $2.0 million, or 10%, in the three months ended July 31, 2017 compared to $19.6 million in the year-ago quarter. The effect of exchange rates was minimal to fee revenue in the three months ended July 31, 2017, compared to the year-ago quarter. The increase in fee revenue was due to a 9% increase in the number of engagements billed and a 1% increase in the weighted-average fees billed per engagement (calculated using local currency) in the three months ended July 31, 2017 compared to the year-ago quarter. The performance in Australia and Japan were the primary contributors to the increase in fee revenue in the three months ended July 31, 2017 compared to the year-ago quarter, partially offset by a decline in fee revenue in Hong Kong. Industrial and financial services were the main sectors contributing to the increase in fee revenue in the three months ended July 31, 2017, as compared to the year-ago quarter.

Latin America reported fee revenue of $7.7 million, a decrease of $1.9 million, or 20%, in the three months ended July 31, 2017 compared to $9.6 million in the year-ago quarter. The effect of exchange rates was minimal to fee revenue in the three months ended July 31, 2017, compared to the year-ago quarter. The decrease is due to lower fee revenue in Mexico and Brazil in the three months ended July 31, 2017, compared to the year-ago quarter, partially offset by higher fee revenue in Chile. Consumer goods and financial services were the main sectors contributing to the decline in fee revenue, offset by the growth in technology sector in the three months ended July 31, 2017, compared to the year-ago quarter.

Hay Group. Hay Group reported fee revenue of $179.5 million, an increase of $4.9 million, or 3%, in the three months ended July 31, 2017 compared to $174.6 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $1.7 million, or 1%, compared to the year-ago quarter. Fee revenue from our products business was higher by $4.6 million in the three months ended July 31, 2017 compared to the year-ago quarter, with the remaining increase of $0.3 million generated by consulting services.

Futurestep. Futurestep reported fee revenue of $60.6 million, an increase of $5.9 million, or 11%, in the three months ended July 31, 2017 compared to $54.7 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $0.4 million, or 1%, in the three months ended July 31, 2017. Higher fee revenues in RPO and professional search of $5.2 million and $1.4 million, respectively, drove the increase in fee revenue.

Compensation and Benefits

Compensation and benefits expense increased $11.0 million, or 4%, to $274.0 million in the three months ended July 31, 2017 from $263.0 million in the year-ago quarter. Exchange rates favorably impacted compensation and benefits expenses by $1.8 million, or 1%, in the three months ended July 31, 2017 compared to the year-ago quarter. The increase in compensation and benefits was primarily due to higher average headcount which contributed $13.9 million higher in salaries and related payroll taxes, partially offset by a decline of $3.0 million in integration costs compared to year-ago quarter.

Executive Search compensation and benefits expense increased by $8.8 million, or 9%, to $107.5 million in the three months ended July 31, 2017 compared to $98.7 million in the year-ago quarter. The increase was primarily due to higher salaries and related payroll taxes of $4.4 million due to an 8% increase in average headcount reflecting our continued growth-related investments back into the business. Also contributing to the increase in compensation and benefits expense was an increase of $1.9 million in expenses associated with our deferred compensation plans and a $1.6 million increase in amortization of long-term incentive awards compared to the year-ago quarter. Executive Search compensation and benefits expense, as a percentage of fee revenue, was 67% in both the three months ended July 31, 2017 and 2016.

Hay Group compensation and benefits expense decreased $1.3 million, or 1%, to $114.0 million in the three months ended July 31, 2017 from $115.3 million in the year-ago quarter. The change was primarily due to a decrease in integration costs of $1.7 million compared to year-ago quarter. Hay Group compensation and benefits expense, as a percentage of fee revenue, was 64% in the three months ended July 31, 2017 compared to 66% in the year-ago quarter.

Futurestep compensation and benefits expense increased $5.0 million, or 13%, to $43.0 million in the three months ended July 31, 2017 from $38.0 million in the year-ago quarter. The increase was due to higher salaries and related payroll taxes of $5.0 million due to a 13% increase in the average headcount in the three months ended July 31, 2017 compared to the year-ago quarter. The higher average headcount was primarily driven by the need to service an increase in fee revenue in the RPO business. Futurestep compensation and benefits expense, as a percentage of fee revenue, was 71% in the three months ended July 31, 2017 compared to 69% in the year-ago quarter.

 

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Corporate compensation and benefits expense decreased by $1.6 million, or 15%, to $9.4 million in the three months ended July 31, 2017 from $11.0 million in the year-ago quarter. This decrease was mainly due to a decrease of $1.3 million in integration costs in the three months ended July 31, 2017 compared to the year-ago quarter.

General and Administrative Expenses

General and administrative expenses increased $3.0 million, or 5%, to $58.3 million in the three months ended July 31, 2017 compared to $55.3 million in the year-ago quarter. Exchange rates favorably impacted general and administrative expenses by $0.6 million, or 1%, during the three months ended July 31, 2017 compared to the year-ago quarter. The increase in general and administrative expenses was due to foreign exchange loss of $1.4 million during the three months ended July 31, 2017 compared to a foreign exchange gain of $1.3 million during the year-ago quarter. The rest of the change in general and administrative expenses was due to increases of $1.3 million, $0.5 million and $0.5 million in premise and office expense, business development expenses and bad debt expenses, respectively, offset by a decline of $2.4 million in integration costs compared to the year-ago quarter. General and administrative expenses, as a percentage of fee revenue, was 15% in both the three months ended July 31, 2017 and 2016.

Executive Search general and administrative expenses increased $2.2 million, or 14%, to $18.3 million in the three months ended July 31, 2017 from $16.1 million in the year-ago quarter. General and administrative expenses increased of $1.1 million primarily due to generating foreign exchange gains during the year-ago quarter compared to being flat in the three months ended July 31, 2017. Executive Search general and administrative expenses, as a percentage of fee revenue, was 11% in both the three months ended July 31, 2017 and 2016.

Hay Group general and administrative expenses increased $0.8 million, or 3%, to $24.9 million in the three months ended July 31, 2017 compared to $24.1 million in the year-ago quarter. The increase is primarily due to foreign exchange losses of $0.6 million during the three months ended July 31, 2017 compared to a foreign exchange gains of $0.5 million during the year-ago quarter. Hay Group general and administrative expenses, as a percentage of fee revenue, was 14% in both the three months ended July 31, 2017 and 2016.

Futurestep general and administrative expenses increased $1.0 million, or 18%, to $6.6 million in the three months ended July 31, 2017 from $5.6 million in the year-ago quarter. The increase was mainly due to increases of $0.5 million and $0.4 million in premise and office expense and bad debt expense, respectively, during the three months ended July 31, 2017 compared to the year-ago quarter. Such increases were due in large part to the increase in fee revenue in the three months ended July 31, 2017 compared the year-ago quarter. Futurestep general and administrative expenses, as a percentage of fee revenue, was 11% in the three months ended July 31, 2017 compared to 10% in the year-ago quarter.

Corporate general and administrative expenses decreased $1.0 million, or 11%, to $8.5 million in the three months ended July 31, 2017 compared to $9.5 million in the year-ago quarter. The decrease in general and administrative expenses was due to a decrease of $2.4 million in integration costs associated with the Legacy Hay acquisition, offset by the increase of $0.8 million and $0.5 million in legal and other professional expenses and foreign currency losses, respectively, during the three months ended July 31, 2017 compared to the three months ended July 31, 2016.

Cost of Services Expense

Cost of services expense consists primarily of non-billable contractor and product costs related to the delivery of various services and products, primarily in Futurestep and Hay Group. Cost of services expense decreased $1.0 million, or 6%, to $15.8 million in the three months ended July 31, 2017 compared to $16.8 million in the year-ago quarter. Cost of services expense, as a percentage of fee revenue, was 4% in both the three months ended July 31, 2017 and 2016.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $12.2 million, an increase of $0.8 million, or 7%, in the three months ended July 31, 2017 compared to $11.4 million in the year-ago quarter. The increase relates primarily to technology investments made in the current and prior year in software and computer equipment, in addition to increases in leasehold improvements, furniture and fixtures and intangible assets.

Restructuring Charges, Net

During the three months ended July 31, 2017, we continued the implementation of the fiscal 2016 restructuring plan to integrate Legacy Hay entities that were acquired in fiscal 2016 and recorded $0.3 million of restructuring charges relating to the consolidation of premises.

During the three months ended July 31, 2016, the Company continued the implementation of the fiscal 2016 restructuring plan in order to integrate the Hay Group entities that were acquired in fiscal 2016 by eliminating redundant positions and operational, general and administrative expenses and consolidating premises. This resulted in restructuring charges of $24.5 million in the three months ended July 31, 2016, of which $11.5 million relates to severance and $13.0 million relates to consolidation of premises.

 

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Operating Income

Operating income was $40.7 million in the three months ended July 31, 2017 as compared to $4.5 million in the year-ago quarter. This increase in operating income resulted from higher fee revenue of $25.7 million and a decrease in restructuring charges, net of $24.2 million, offset by increases of $11.0 million in compensation and benefits expense and $3.0 million in general and administrative expenses.

Executive Search operating income increased $5.9 million, or 22%, to $32.8 million in the three months ended July 31, 2017 as compared to $26.9 million in the year-ago quarter. The increase in Executive Search operating income was driven by increases in higher fee revenue of $14.8 million and a decrease in restructuring charges, net of $2.8 million, offset by increases in compensation and benefits expense, general and administrative expenses and depreciation and amortization expenses of $8.8 million $2.2 million and $0.4 million, respectively. Executive Search operating income, as a percentage of fee revenue, was 20% in the three months ended July 31, 2017 as compared to 18% in the year-ago quarter.

Hay Group operating income was $19.1 million, an increase of $26.8 million, in the three months ended July 31, 2017 as compared to operating loss of $7.7 million in the year-ago quarter. The change was primarily driven by a decrease in restructuring charges, net of $21.2 million, an increase in fee revenue of $4.9 million and a decrease of $1.3 million in compensation and benefits expense, offset by an increase in general and administrative expenses of $0.8 million in the three months ended July 31, 2017 compared to the year-ago quarter. Hay Group operating income, as a percentage of fee revenue, was 11% in the three months ended July 31, 2017 compared to operating loss as a percentage of fee revenue of (4%) in the year-ago quarter.

Futurestep operating income was $8.2 million, an increase of $0.7 million, in the three months ended July 31, 2017 as compared to $7.5 million from the year-ago quarter. The increase operating income was driven by higher fee revenue of $5.9 million, offset by an increase in compensation and benefits expense of $5.0 million. Futurestep operating income, as a percentage of fee revenue, was 14% in both the three months ended July 31, 2017 and 2016.

Net Income Attributable to Korn Ferry

Net income attributable to Korn Ferry increased by $25.8 million to $29.0 million in the three months ended July 31, 2017 compared to $3.2 million in the year-ago quarter. The increase was due to higher total revenue of $22.0 million and lower operating expenses of $14.2 million, offset by an increase in income tax provision of $10.5 million due to higher profitability compared the year-ago quarter. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 7% for the three months ended July 31, 2017 as compared to 1% in the year-ago quarter.

Adjusted EBITDA

Adjusted EBITDA increased $3.0 million to $59.4 million in the three months ended July 31, 2017 as compared to $56.4 million in the year-ago quarter. This increase was driven by higher adjusted fee revenue of $22.1 million, offset by increases of $14.0 million in compensation and benefits expense and $5.4 million in general and administrative expenses. Adjusted EBITDA, as a percentage of adjusted fee revenue, was 15% in both the three months ended July 31, 2017 and 2016.

Executive Search Adjusted EBITDA increased $3.5 million, or 11%, to $35.2 million in the three months ended July 31, 2017 as compared to $31.7 million in the three months ended July 31, 2016. The increase was driven by higher fee revenue of $14.8 million, offset by increases of $8.8 million in compensation and benefits expense and $2.2 million in general and administrative expenses during the three months ended July 31, 2017 compared to the year-ago quarter. Executive Search Adjusted EBITDA, as a percentage of fee revenue, was 22% in both the three months ended July 31, 2017 and 2016.

Hay Group Adjusted EBITDA was $30.0 million in the three months ended July 31, 2017 as compared to $29.8 million in the year-ago quarter. Hay Group Adjusted EBITDA, as a percentage of adjusted fee revenue, was 17% in both the three months ended July 31, 2017 and 2016.

Futurestep Adjusted EBITDA was $9.0 million in the three months ended July 31, 2017 as compared to $8.1 million in the year-ago quarter. Futurestep Adjusted EBITDA, as a percentage of fee revenue, was 15% in both the three months ended July 31, 2017 and 2016.

Other Income, Net

Other income, net was $3.5 million in the three months ended July 31, 2017 as compared to $4.3 million in the year-ago quarter. The decrease was primarily due to the change in the fair value of our marketable securities, which created a smaller gain during the three months ended July 31, 2017 compared to the year-ago quarter.

Interest Expense, Net

Interest expense, net primarily relates to our term loan facility and borrowings under our COLI policies, which is partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was $2.7 million in the three months ended July 31, 2017 as compared to $3.1 million in the year-ago quarter. The decrease was mainly due to the write-off of $1.0 million in debt issuance costs in the year-ago quarter associated with our prior term facility, offset with the increase of $0.5 million in interest expense associated with the term loan facility that we entered into in fiscal 2017 to provide enhanced financial

 

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flexibility and in recognition of the accelerated pace of the Legacy Hay integration.

Income Tax Provision

The provision for income tax was $12.2 million in the three months ended July 31, 2017 compared to $1.7 million in the year-ago quarter. This reflects a 29% and 30% effective tax rate for the three months ended July 31, 2017 and 2016, respectively.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of such subsidiary not held by Korn Ferry that are included in the consolidated results of operations. Net income attributable to noncontrolling interest for the three months ended July 31, 2017 was $0.4 million compared to $0.9 million for the three months ended July 31, 2016.

Liquidity and Capital Resources

The Company and its Board of Directors endorse a balanced approach to capital allocation. The Company’s priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of intellectual property and derivative products and services, and the investment in synergistic accretive merger and acquisition transactions that earn a return that is superior to the Company’s cost of capital. Next, the Company’s capital allocation approach contemplates the planned return of a portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed in the “Risk Factors” sections of the Annual Report on Form 10-K for the fiscal year ending April 30, 2017. Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our credit agreement.

On June 15, 2016, we entered into a senior secured $400 million Credit Agreement with a syndicate of banks and Wells Fargo Bank, National Association as administrative agent, to provide for enhanced financial flexibility and in recognition of the accelerated pace of the Legacy Hay integration. See Note 10 — Long-Term Debt for a description of the new credit facility. We drew down $275 million on the new term loan and used $140 million of the proceeds to pay-off the term loan that was outstanding as of April 30, 2016. We had $3.0 million standby letters of credit issued under our long-term debt arrangements as of July 31, 2017 and April 30, 2017. We had a total of $8.8 million and $8.1 million of standby letters of credits with other financial institutions as of July 31, 2017 and April 30, 2017, respectively. The standby letters of credits were generally issued as a result of entering into office premise leases.

As part of the Legacy Hay acquisition, the Company has committed to a $40 million retention pool (of which $9.0 million was paid in fiscal 2017) for certain employees of Legacy Hay subject to certain circumstances. Of the remaining balance, 50% will be payable within 45 days after November 30, 2017 and the remaining 50% will be payable within 45 days after November 30, 2018.

On December 8, 2014, the Board of Directors adopted a dividend policy to distribute, to our stockholders, a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend. The declaration and payment of future dividends under the quarterly dividend program will be at the discretion of the Board of Directors and will depend upon many factors, including our earnings, capital requirements, financial conditions, the terms of our indebtedness and other factors our Board of Directors may deem to be relevant. Our Board of Directors may, however, amend, revoke or suspend our dividend policy at any time and for any reason.

On December 8, 2014, the Board of Directors also approved an increase in the Company’s stock repurchase program to an aggregate of $150.0 million. Common stock may be repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion subject to market conditions and other factors. During the second quarter of fiscal 2017, we resumed repurchasing shares through this program. We repurchased approximately $4.0 million of the Company’s common stock during the three months ended July 31, 2017. As of July 31, 2017, $117.2 million remained available for common stock repurchases under our stock repurchase program. Any decision to continue to execute our currently outstanding issuer repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors. Our senior secured credit agreement requires that our pro forma leverage ratio, defined as, the ratio of consolidated funded indebtedness to consolidated adjusted EBITDA, is no greater than 2.50 to 1.00, and our pro forma domestic liquidity is at least $50.0 million as a condition to consummating permitted acquisitions, paying dividends to our stockholders and share repurchases of our common stock.

Our performance is subject to the general level of economic activity in the geographic regions and the industries which we service. We believe, based on current economic conditions, that our cash on hand and funds from operations and the Credit Agreement we entered into on June 15, 2016 will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, repayment of the debt incurred in connection with the Legacy Hay acquisition, the retention pool obligations in connection with the Legacy Hay acquisition, shares repurchases and dividend payments under our dividend policy during the next twelve months. However, if the national or global economy, credit market conditions and/or labor markets were to deteriorate in the future, such changes could put negative pressure on demand for our services and affect our operating cash flows. If these conditions were to persist over an extended period of time, we may incur negative cash flows, and it might require us to access our existing credit facility to meet our capital needs and/or discontinue our dividend policy.

 

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Cash and cash equivalents and marketable securities were $408.3 million and $530.8 million as of July 31, 2017 and April 30, 2017, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and marketable securities were $235.1 million and $245.1 million at July 31, 2017 and April 30, 2017, respectively. As of July 31, 2017 and April 30, 2017, we held $184.8 million and $165.8 million, respectively of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay fiscal 2018 and 2017 annual bonuses. If these amounts were distributed to the United States, in the form of dividends, we would be subject to additional U.S. income taxes. The Company has a plan to distribute a small portion of the cash held in foreign locations to the United States. No deferred tax liability has been recorded because no additional taxes would arise in connection with such distributions. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less. Marketable securities consist of mutual funds in the three months ended July 31, 2017. The primary objectives of our investment in mutual funds are to meet the obligations under certain of our deferred compensation plans.

As of July 31, 2017 and April 30, 2017, marketable securities of $126.3 million (net of gross unrealized gains of $9.5 million and gross unrealized losses of $0.5 million) and $119.9 million (net of gross unrealized gains of $6.7 million and gross unrealized losses of $0.6 million), respectively, held in trust for settlement of our obligations under certain deferred compensation plans, of which $114.6 million and $115.6 million, respectively, are classified as non-current. These marketable securities were held to satisfy vested obligations totaling $116.2 million and $99.5 million as of July 31, 2017 and April 30, 2017, respectively. Unvested obligations under the deferred compensation plans totaled $25.3 million and $37.6 million as of July 31, 2017 and April 30, 2017, respectively.

The net increase in our working capital of $22.0 million as of July 31, 2017 compared to April 30, 2017 is primarily attributable to a decrease in compensation and benefits payable and an increase in accounts receivable, offset by decreases in cash and cash equivalents. The decrease in compensation and benefits payable and cash and cash equivalents was primarily due to the payment of annual bonuses earned in fiscal 2017 and paid during the first quarter of fiscal 2018, with cash and cash equivalents also decreasing due to sign-on and retention payments made during the quarter. The increase in accounts receivable was due to an increase in days of sales outstanding which went from 61 days to 69 days (which is consistent with historical experience) from April 30, 2017 to July 31, 2017. Cash used in operating activities was $109.6 million in the three months ended July 31, 2017, a decrease of $26.1 million, compared to $135.7 million in the year-ago period.

Cash used in investing activities was $11.8 million in the three months ended July 31, 2017, an increase of $2.0 million, compared to $9.8 million in the year-ago quarter. Cash used in investing activities was higher primarily due cash used to purchase marketable securities net of sales/maturities of marketable securities in the three months ended July 31, 2017 compared to cash provided by sales/maturities of marketable securities net of purchase of marketable securities in the year-ago quarter, offset with the decrease in cash used to purchase property and equipment in connection with our co-location activities and the amount paid in the year-ago quarter related to the Legacy Hay acquisition.

Cash used in financing activities was $15.3 million in the three months ended July 31, 2017 compared to cash provided by financing activities of $126.3 million in the year-ago quarter. Cash used in financing activities increased primarily due to a decrease of $135.0 million in proceeds from our term loan facility net of pay-off of the term loan that was outstanding as of April 30, 2016, $5.2 million in term loan payments made during the three months ended July 31, 2017 and $4.0 million of Company’s common stock purchased under the stock repurchase program.

Cash Surrender Value of Company Owned Life Insurance Policies, Net of Loans

The Company purchased COLI policies or contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of funding benefits under such plans. As of July 31, 2017 and April 30, 2017, we held contracts with gross CSV of $180.7 million and $180.3 million, respectively. Since fiscal 2012, we paid the premiums under our COLI contracts from operating cash, and in prior years, we generally borrowed under our COLI contracts to pay related premiums. Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. Total outstanding borrowings against the CSV of COLI contracts were $66.8 million and $67.2 million as of July 31, 2017 and April 30, 2017, respectively. At July 31, 2017 and April 30, 2017, the net cash value of these policies was $113.9 million and $113.1 million, respectively.

Long-Term Debt

On June 15, 2016, we entered into a senior secured $400 million Credit Agreement (the “Credit Agreement”) with a syndicate of banks and Wells Fargo Bank, National Association as administrative agent (to provide for enhanced financial flexibility and in recognition of the accelerated pace of the Hay Group integration). The Credit Agreement provides for, among other things: (a) a senior secured term loan facility in an aggregate principal amount of $275 million (the “ Term Facility”), (b) a senior secured revolving credit facility (the “Revolver” and together with the Term Facility, the “Credit Facilities”) in an aggregate principal amount of $125 million, (c) annual term loan amortization of 7.5%, 7.5%, 10.0%, 10.0%, and 10.0%, with the remaining principal due at maturity, (d) certain customary affirmative and negative covenants, including a maximum consolidated total leverage ratio (as defined below) and a minimum interest coverage ratio and (e) an expanded definition of permitted add-backs to Adjusted EBITDA in recognition of the accelerated integration actions. We drew down $275 million on

 

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the new term loan and used $140 million of the proceeds to pay-off the term loan that was outstanding as of April 30, 2016.

At our option, loans issued under the Credit Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the Credit Facilities may fluctuate between LIBOR plus 1.25% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.25% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon our total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated leverage ratio”) at such time. In addition, we will be required to pay to the lenders a quarterly fee ranging from 0.20% to 0.35% per annum on the average daily unused amount of the Term Facility, based upon our consolidated leverage ratio at such time, and fees relating to the issuance of letters of credit. During the three months ended July 31, 2017 and 2016, the average rate on the Term Facility was 2.34% and 2.40%, respectively.

Both the Revolver and the Term Facility mature on June 15, 2021, and may be prepaid and terminated early by us at any time without premium or penalty (subject to customary LIBOR breakage fees). The Term Facility is payable in quarterly installments with principal payments totaling $5.2 million made during the three months ended July 31, 2017. As of July 31, 2017, $254.4 million was outstanding under the Term Facility compared to $259.5 million as of April 30, 2017. The current and long-term portion of unamortized debt issuance costs associated with the long-term debt, was $3.4 million and $3.5 million as of July 31, 2017 and April 30, 2017, respectively. The fair value of our Term Facility is based on borrowing rates currently required of loans with similar terms, maturity and credit risk. The carrying amount of the Term Facility approximates fair value because the base interest rate charged varies with market conditions and the credit spread is commensurate with current market spreads for issuers of similar risk. The fair value of the Term Facility is classified as a Level 2 liability in the fair value hierarchy. As of July 31, 2017, we were in compliance with its debt covenants.

As of July 31, 2017 and April 30, 2017, we had no borrowings under the Revolver. We had $3.0 million of standby letters of credits issued under its long-term debt arrangements as of July 31, 2017 and April 30, 2017. We had a total of $8.8 million and $8.1 million of standby letters of credits with other financial institutions as of July 31, 2017 and April 30, 2017, respectively. The standby letters of credits were generally issued as a result of entering into office premise leases.

We are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities. We had no material changes in contractual obligations as of July 31, 2017, as compared to those disclosed in our table of contractual obligations included in our Annual Report.

Critical Accounting Policies

Preparation of this Quarterly Report on 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 could differ from those estimates and assumptions and changes in the estimates are reported in current operations as new information is learned or upon the amounts becoming fixed and determinable. In preparing our interim consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our consolidated financial statements. We consider the policies related to revenue recognition, performance related bonuses, deferred compensation, carrying values of receivables, goodwill, intangible assets, fair value of contingent consideration and recoverability of deferred income taxes as critical to an understanding of our interim consolidated financial statements because their application places the most significant demands on management’s judgment and estimates. Specific risks for these critical accounting policies are described in our Form 10-K filed with the Securities Exchange Commission. There have been no material changes in our critical accounting policies since fiscal 2017.

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 and fluctuations in interest rates. We manage our exposure to these risks in the normal course of our business as described below.

Foreign Currency Risk

Substantially all our foreign subsidiaries’ operations 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 reporting period and revenue and expenses are translated at average rates of exchange during the reporting period. Resulting translation adjustments are reported as a component of accumulated other comprehensive loss, net on our consolidated balance sheets.

Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency gains or losses that impact our results of operations. Historically, we have not realized significant foreign currency gains or losses on such transactions. Foreign currency losses, on an after tax basis, included in net income were $1.0 million in the

 

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three months ended July 31, 2017 as compared to foreign currency gains, on an after tax basis, included in net income were $1.0 million in the three months ended July 31, 2016.

Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving the following currencies – U.S. Dollar, Canadian Dollar, Euro, Pound Sterling, Swiss Franc, Korean Won, Brazilian Real and Russian Ruble. Based on balances exposed to fluctuation in exchange rates between these currencies as of July 31, 2017, a 10% increase or decrease equally in the value of these currencies could result in a foreign exchange gain or loss of $8.5 million. We have established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures which increased as a result of the Legacy Hay acquisition. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to Accounting Standards Codification 815, Derivatives and Hedging.

Interest Rate Risk

Our exposure to interest rate risk is limited to our Term Facility and borrowings against the CSV of COLI contracts. As of July 31, 2017, there was $254.4 million outstanding under the Term Facility. At our option, loans issued under the Credit Facilities bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the Credit Facilities may fluctuate between LIBOR plus 1.25% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.25% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon our total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated leverage ratio”) at such time. In addition, we are required to pay the lenders a quarterly fee ranging from 0.20% to 0.35% per annum on the average daily unused amount of the Term Facility, based upon our consolidated leverage ratio at such time, and fees relating to the issuance of letters of credit. A 100 basis point increase in LIBOR rates would have increased our interest expense by approximately $0.7 million for the three months ended July 31, 2017. During the three months ended July 31, 2017 and 2016, the average interest rate on the term loan was 2.34% and 2.40%, respectively. We had no borrowings under the Revolver as of July 31, 2017.

To mitigate the interest rate risk on our Term Facility, we entered into an interest rate swap contract with an initial notional amount of $129.8 million to hedge the variability to changes in cash flows attributable to interest rate risks caused by changes in interest rates related to our variable rate debt. We have designated the swap as a cash flow hedge. The notional amount is amortized so that the amount is always 50% of the principal balance of the debt outstanding. As of July 31, 2017, the notional amount was $127.2 million. The interest rate swap agreement matures on June 15, 2021 and locks the interest rates on 50% of our outstanding debt at 1.919%, exclusive of the credit spread on the debt.

We had $66.8 million and $67.2 of borrowings against the CSV of COLI contracts as of July 31, 2017 and April 30, 2017, respectively, bearing interest primarily at variable rates. The risk of fluctuations in these variable rates is minimized by the fact that we receive a corresponding adjustment to our borrowed funds crediting rate which has the effect of increasing the CSV on our COLI contracts.

Item  4. Controls and Procedures

 

a) Evaluation of Disclosure Controls and Procedures.

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) 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) 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 during the three months ended July 31, 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company has been and is involved in litigation incidental to its business. The Company is currently not a party to any litigation, which, if resolved adversely against the Company, would, in the opinion of management, after consultation with legal counsel, have a material adverse effect on the Company’s business, financial position or results of operations.

Item 1A. Risk Factors

In our Form 10-K for the year ended April 30, 2017, we described material risk factors facing our business. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. As of the date of this report, there have been no material changes to the risk factors described in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuers Purchases of Equity Securities

Issuer Purchases of Equity Securities

The following table summarizes common stock repurchased by us during the quarter ended July 31, 2017:

 

     Shares
 Purchased (1) 
     Average
  Price Paid  
Per Share
     Shares Purchased
as Part of Publicly-
Announced
Programs (2)
     Approximate Dollar
Value of Shares

That May Yet be
Purchased Under
the

Programs (2)
 

May 1, 2017— May 31, 2017

     656      $ 32.63               $121.2 million  

June 1, 2017— June 30, 2017

     10,767      $ 34.34        10,000        $120.8 million  

July 1, 2017— July 31, 2017

     205,416      $ 33.98        109,356        $117.2 million  
  

 

 

       

 

 

    

Total

     216,839      $ 34.00        119,356     
  

 

 

       

 

 

    

 

(1) Represents withholding of a portion of restricted shares to cover taxes on vested restricted shares and shares purchased as part of our publicly announced programs.

 

(2) On December 8, 2014, the Board of Directors approved an increase in the Company’s stock repurchase program to an aggregate of $150.0 million. The shares can be repurchased in open market transactions or privately negotiated transactions at the Company’s discretion. We repurchased approximately $4.0 million of the Company’s common stock under the program during the first quarter of fiscal 2018.

Our senior secured credit agreement, dated June 15, 2016, permits us to pay dividends to our stockholders and make share repurchases so long as our pro forma leverage ratio, defined as, the ratio of consolidated funded indebtedness to consolidated adjusted EBITDA, is no greater than 2.50 to 1.00, and our pro forma domestic liquidity is at least $50.0 million.

 

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Item 6. Exhibits

 

Exhibit
Number
  

Description

31.1    Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
31.2    Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
32.1    Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
101.INS    XBRL Instance Document.
101.SCH    XBRL Taxonomy Extension Schema Document.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document.

 

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SIGNATURES

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

 

Korn/Ferry International
By:   /s/ Robert P. Rozek
  Robert P. Rozek
  Executive Vice President, Chief Financial Officer
  and Chief Corporate Officer

Date: September 8, 2017

 

 

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EXHIBIT INDEX

 

Exhibit
Number
    

Description

31.1      Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
31.2      Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
32.1      Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
101.INS      XBRL Instance Document.
101.SCH      XBRL Taxonomy Extension Schema Document.
101.CAL      XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF      XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB      XBRLTaxonomy Extension Label Linkbase Document.
101.PRE      XBRL Taxonomy Extension Presentation Linkbase Document.

 

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EXHIBIT 31.1

CERTIFICATIONS

I, Gary D. Burnison, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Korn/Ferry International;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:    /s/ GARY D. BURNISON
Name:        Gary D. Burnison
Title:    Chief Executive Officer and President

Date: September 8, 2017

 

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EXHIBIT 31.2

CERTIFICATIONS

I, Robert P. Rozek, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Korn/Ferry International;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:    /s/ ROBERT P. ROZEK
Name:        Robert P. Rozek
Title:    Executive Vice President, Chief Financial Officer, and Chief Corporate Officer

Date: September 8, 2017

 

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officers of Korn/Ferry International, a Delaware corporation (the ‘Company’), hereby certify that, to the best of their knowledge:

 

(a) the Quarterly Report on Form 10-Q for the quarter ended July 31, 2017 (the ‘Report’) of the Company fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 8, 2017

 

By:    /s/ GARY D. BURNISON
Name:    Gary D. Burnison
Title:    Chief Executive Officer and President
By:    /s/ ROBERT P. ROZEK
Name:        Robert P. Rozek
Title:    Executive Vice President, Chief Financial Officer, and Chief Corporate Officer

 

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