Press Release

LOS ANGELES, March 9, 2016 /PRNewswire/ -- Korn/Ferry International (NYSE: KFY), the preeminent global people and organizational advisory firm, today announced third quarter fee revenue of $344.2 million and adjusted diluted earnings per share of $0.52, excluding $58.3 million of items described above.  On a GAAP basis, diluted loss per share was $0.30 in the three months ended January 31, 2016.

"Despite the threat of economic contagion at the beginning of this calendar year, I am pleased to report 14% year over year growth in fee revenue at constant currency in our third fiscal quarter – excluding the legacy Hay Group business. Combined, adjusted fee revenue for the quarter was $350 million," said Gary D. Burnison, CEO, Korn Ferry.

"We have successfully completed the initial synergy phase of our combination with Hay Group, which is partially reflected in the new combined Hay Group segment Adjusted EBITDA margin of 15.6% in the quarter.  Over the last few weeks, we have launched phase two of our Hay Group unification, which incorporates growth areas such as the expansion of our intellectual property, solutions and offerings.  Our intent is to substantially complete the last phase of our integration activities by July 31, 2016, which will be eight months from the closing date of the transaction. 

"After a short 90 days with Hay Group, I am more confident than ever that we are creating the preeminent global people and organizational advisory firm," Burnison added.

Hay Group Integration

The acquisition of Hay Group was completed on December 1, 2015.  In the seasonally weaker months of December and January, legacy Hay Group generated approximately $77.8 million of adjusted fee revenue, or $71.9 million, excluding the deferred revenue adjustment of $5.9 million related to the acquisition.  Also, in the third quarter, we completed a number of restructuring actions targeted at improving the Hay Group's cost base through the elimination of redundant positions and, to a lesser extent, the consolidation of a number of offices.  These actions resulted in charges of $30.6 million and due to the timing, savings were only partially realized in the quarter and resulted in an Adjusted EBITDA margin of 11% for legacy Hay Group.  When combined with the legacy Leadership & Talent Consulting segment, Adjusted EBITDA margin was 15.6%.

In the fourth quarter of FY'16, we estimate that legacy Hay Group will generate approximately $115 million to $119 million of adjusted fee revenue with an Adjusted EBITDA margin of 12% to 13%⁽¹⁾ as the business continues to benefit from the third quarter restructuring actions.  When combined with our legacy Leadership & Talent Consulting business, the FY'16 fourth quarter Adjusted EBITDA margin for the new Hay Group segment is expected to range from 15.5% to 16%.  Exiting the fourth quarter of FY'16, we expect the new Hay Group segment to realize the full benefit of the third quarter restructuring actions at which point, the Adjusted EBITDA margin is estimated to be 16% to 17%. These estimates are subject to the assumptions set forth in the "Outlook" section below.

The integration of Hay Group is an on-going effort and will include the future additional consolidation of office space and the elimination of other redundant operational and general and administrative expenses.  We expect the majority of these restructuring actions to take place in the first quarter of FY'17.  We estimate the cost of these actions to be in the range of $20 million to $26 million, resulting in incremental annualized savings of approximately $17 million to $23 million, of which approximately $15 million to $20 million expected to be realized by the new Hay Group segment.

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Adjusted fee revenue was $350.1 million in Q3 FY'16 (including $5.9 million in deferred revenue adjustment related to the Hay Group acquisition), $344.2 million on a U.S. GAAP basis.  Excluding fee revenue related to the Hay Group acquisition, fee revenue was $272.3 million, an increase of $34.9 million, or 14.0%, on a constant currency basis ($22.8 million, or 9.1%, at actual exchange rates) from Q3 FY'15.  The increase was primarily due to increases in fee revenue in the North America region of Executive Recruitment and the Futurestep segment, as well as from Pivot Leadership which was acquired on March 1, 2015.

Compensation and benefit expenses were $242.4 million in Q3 FY'16, an increase of $77.7 million, or 47.2%, compared to the year-ago quarter.  The increase was primarily driven by the acquisition of Hay Group which contributed $50.9 million in compensation and benefit expenses in Q3 FY'16.  The rest of the change is primarily due to integration/acquisition costs of $11.9 million related to the Hay Group acquisition and higher salaries and related payroll taxes of $11.4 million due to a 13.1% increase in the average headcount (excluding legacy Hay Group) in Q3 FY'16 compared to Q3 FY'15.

General and administrative expenses were $57.4 million in Q3 FY'16, an increase of $20.6 million compared to Q3 FY'15.  The increase was primarily driven by the acquisition of Hay Group which contributed $12.3 million in general and administrative expenses in Q3 FY'16.  The rest of the change was driven by integration/acquisition costs of $9.2 million related to the Hay acquisition that were incurred in Q3 FY'16.

In addition to the previously discussed restructuring charges, during the quarter, the Company spent $21.1 million on integration/acquisition costs, which included legal and professional fees associated with the close of transaction and the integration of the operations of Hay Group.

Adjusted EBITDA was $47.7 million in Q3 FY'16, an increase of $8.6 million, or 22.0%, compared to Q3 FY'15.  Adjusted EBITDA margin was 13.6% in Q3 FY'16 and 15.7% in Q3 FY'15.  Excluding Adjusted EBITDA of $8.6 million for the legacy Hay acquisition, Adjusted EBITDA was flat compared to the year-ago quarter.  The market movements in our marketable securities, CSV of COLI and deferred compensation negatively impacted our Adjusted EBITDA by $3.3 million or 100 basis points in the three months ended January 31, 2016.

On a GAAP basis, operating loss was $14.1 million in Q3 FY'16, compared to operating income of $32.9 million in Q3 FY'15, resulting in an operating margin of (4.1)% in Q3 FY'16 compared to 13.2% in the year-ago quarter.  The decrease in operating income was due to $52.4 million of restructuring charges, integration/acquisition costs and separation costs.

Balance Sheet and Liquidity

Cash and marketable securities were $343.3 million at January 31, 2016, compared to $525.4 million at April 30, 2015.  Cash and marketable securities decreased by $182.1 million from April 30, 2015, primarily due to the payment of the cash consideration for the acquisition of Hay Group on December 1, 2015, Q1 FY'16 payments of FY'15 annual bonuses and $16.1 million in dividend payments made to stockholders during the year, partially offset by $150 million in cash borrowed from the Company's term loan facility and cash provided by operating activities.  Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and marketable securities were $80.9 million and $235.6 million at January 31, 2016 and April 30, 2015, respectively.  As of January 31, 2016 and April 30, 2015, we held $104.9 million and $143.4 million, respectively, of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and bonuses. 

The Company declared a quarterly dividend of $0.10 per share on March 8, 2016, payable on April 15, 2016 to stockholders of record on March 25, 2016.

 

 

 

Executive Recruitment

Fee revenue was $154.6 million in Q3 FY'16, an increase of $11.2 million, or 7.8% ($18.3 million, or 12.8% on a constant currency basis), compared to Q3 FY'15.  The overall increase in fee revenue was primarily attributable to a 10.6% increase in the weighted-average fees billed per engagement in Q3 FY'16 compared to Q3 FY'15.  On a constant currency basis, all regions, with the exception of Asia Pacific, experienced year-over-year growth with North America at 20.9%, South America at 9.1%, and EMEA at 4.6%.

Adjusted EBITDA was $43.0 million and $35.1 million during Q3 FY'16 and Q3 FY'15, respectively.  The increase in Adjusted EBITDA was driven by higher fee revenue and decreases in general and administrative expenses, partially offset by increases in compensation and benefit expenses due to higher salaries and related payroll taxes and an increase in performance related bonus expense in Q3 FY'16 compared to Q3 FY'15.  The decrease in general and administrative expenses was due to lower legal and professional fees in Q3 FY'16 compared to the year-ago quarter.

Operating income was $34.6 million in Q3 FY'16, an increase of $1.0 million, or 3.0%, compared to Q3 FY'15, resulting in operating margin of 22.4% in Q3 FY'16 compared to 23.4% in Q3 FY'15.  Operating income was impacted by all of the above items as well as restructuring charges of $7.3 million incurred in Q3 FY'16 compared to restructuring recoveries of $0.1 million in Q3 FY'15.

 

 

 

Hay Group

Fee revenue was $146.5 million on an adjusted basis, $140.6 million on a U.S. GAAP basis in Q3 FY'16, an increase of $76.2 million on a U.S GAAP basis from the year-ago quarter.  The acquisition of Hay Group contributed $77.8 million in fee revenue on an adjusted basis, $71.9 million on a U.S. GAAP basis in Q3 FY'16.  The rest of the change is primarily attributed to $4.9 million of fee revenue from Pivot Leadership.

Adjusted EBITDA was $22.8 million during Q3 FY'16, an increase of $11.1 million, or 94.9%, compared to Q3 FY'15.  Adjusted EBITDA margin was 15.6% in Q3 FY'16 and 18.3% in Q3 FY'15.  The decrease in Adjusted EBITDA margin was due to the inclusion of legacy Hay Group results, which generated an Adjusted EBITDA margin of 11.0%.

Operating loss was $21.6 million in Q3 FY'16, compared to operating income of $8.6 million in Q3 FY'15, resulting in an operating margin of (15.3)% in the current quarter compared to 13.3% in the year-ago quarter.  The decrease in operating income was due to $31.6 million of restructuring charges and integration/acquisition costs.

 

 

 

Futurestep

Fee revenue was $49.0 million in Q3 FY'16, an increase of $7.3 million, or 17.5% ($9.9 million, or 23.7% on a constant currency basis), compared to the year-ago quarter. The higher fee revenue was driven by a $5.7 million increase in recruitment process outsourcing in Q3 FY'16 compared to Q3 FY'15.  The rest of the increase was due to higher fee revenue of $2.0 million in professional search due to a 10.9% increase in engagements billed in Q3 FY'16 compared to Q3 FY'15.  

Adjusted EBITDA was $7.3 million during Q3 FY'16, an increase of $1.3 million, or 21.7%, compared to Q3 FY'15, due primarily to the increase in fee revenue, partially offset by higher compensation and benefit expenses of $4.8 million driven by higher salaries and related payroll taxes as a result of a 34.3% increase in average headcount in Q3 FY'16 compared to the year-ago quarter.

Operating income was $6.6 million in Q3 FY'16, an increase of $0.8 million, compared to Q3 FY'15, resulting in an operating margin of 13.5% in the current quarter compared to 13.8% in the year-ago quarter.  Operating income was impacted by the items discussed above.

Outlook

Assuming worldwide economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated adjusted basis:

• Q4 FY'16 fee revenue is expected to be in the range of $385 million and $405 million; and
• Q4 FY'16 diluted earnings per share is likely to range from $0.50 to $0.58.

On a consolidated basis, measured by U.S. GAAP:

• Q4 FY'16 fee revenue is expected to be in the range of $379 million and $399 million; and
• Q4 FY'16 diluted earnings per share is likely to range between $0.11 to $0.26.

 

 

Additionally, in connection with the recently announced devaluation of the Venezuelan currency, the Company expects to take a non-cash charge of $9 million to $12 million.

Earnings Conference Call Webcast

The earnings conference call will be held today at 7:30 AM (EST) and hosted by CEO Gary Burnison, CFO Robert Rozek and SVP Finance Gregg Kvochak.  The conference call will be webcast and available online at www.kornferry.com, accessible through the Investor Relations section.  We will also post to this section of our website earnings slides, which will accompany our webcast, and other important information, and encourage you to review the information that we make available on our website.

About Korn Ferry

Korn Ferry is the preeminent global people and organizational advisory firm.  We help leaders, organizations and societies succeed by releasing the full power and potential of people.  Our nearly 7,000 colleagues deliver services through Korn Ferry and our Hay Group and Futurestep divisions.  Visit www.kornferry.com for more information.

Forward-Looking Statements

Statements in this press release and our conference call that relate to future results and events ("forward-looking statements") are based on Korn Ferry's current expectations.  These statements, which include words such as "believes", "expects" or "likely", include references to our outlook.  Readers are cautioned not to place undue reliance on such statements.  Actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry.  The potential risks and uncertainties include those relating to competition, the dependence on attracting and retaining qualified and experienced consultants, our ability to successfully integrate acquired businesses including Hay Group, our ability to recognize the anticipated benefits of the acquisition of Hay Group which may be affected by, among other things, competition, our ability to grow and manage growth profitability, maintain relationships with customers and suppliers and retain key employees, costs related to the acquisition of Hay Group, maintaining our brand name and professional reputation, potential legal liability, the 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, alignment of our cost structure with our growth, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities, limited protection of our intellectual property, our ability to enhance and develop new technology, our ability to develop new products and services, consolidation of industries we serve, our ability to successfully recover from a disaster or other business continuity problems, changes in our accounting estimates/assumptions, impairment of goodwill and other intangible assets, deferred tax assets, seasonality, our ability to successfully rationalize our cost structure and employment liability risk.  For a detailed description of risks and uncertainties that could cause differences, please refer to Korn Ferry's periodic filings with the Securities and Exchange Commission.  Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP").  In particular, it includes:

• adjusted net income, adjusted to exclude restructuring charges, integration/acquisition costs, separation costs and includes the deferred revenue adjustment related to the Hay Group acquisition, net of income tax effect;
• adjusted basic and diluted earnings per share, adjusted to exclude restructuring charges, integration/acquisition costs, separation costs and includes the deferred revenue adjustment related to the Hay Group acquisition, net of income tax effect; and in the case of the outlook section, also adjusted for Venezuelan exchange rate and tax rate impact;
• constant currency amounts that represent the outcome that would have resulted had exchange rates in the reported period been the same as those in effect in the comparable prior year period;
• EBITDA, or earnings before interest, taxes, depreciation and amortization and EBITDA margin;
• Adjusted EBITDA, which is EBITDA further adjusted to exclude restructuring charges, integration/acquisition costs, separation costs and includes the deferred revenue adjustment related to the Hay Group acquisition, and Adjusted EBITDA margin;
• Legacy Hay Group EBITDA, which is EBITDA (as described above) for legacy Hay Group, and legacy Hay Group Adjusted EBITDA, which is Adjusted EBITDA (as described above) for legacy Hay Group, further adjusted to include the deferred revenue adjustment relating to the Hay Group acquisition;
• Consolidated adjusted fee revenue, which includes the deferred revenue adjustment relating to the Hay Group acquisition; and
• Legacy Hay Group adjusted fee revenue, which includes the deferred revenue adjustment relating to the Hay Group acquisition;  

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of non-GAAP financial measures in this press release provides meaningful supplemental information regarding Korn Ferry's performance by excluding certain charges and other items that may not be indicative of Korn Ferry's ongoing operating results.  The use of these non-GAAP financial measures facilitate comparisons to Korn Ferry's historical performance.  Korn Ferry includes these non-GAAP financial measures because management believes they are 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.  In the case of constant currency amounts, management believes the presentation of such information provides meaningful supplemental information regarding Korn Ferry's performance as excluding the impact of exchange rate changes on Korn Ferry's financial performance allows investors to make more meaningful period-to-period comparisons of the Company's operating results, to better identify operating trends that may otherwise be masked or distorted by exchange rate changes 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.  In the case of legacy Hay Group results, management believes the presentation of such information provides investors with greater visibility into the impact of the Hay Group acquisition without regard to incremental charges and transaction costs.

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