Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 31, 2015 | Dec. 04, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | KFY | |
Entity Registrant Name | KORN FERRY INTERNATIONAL | |
Entity Central Index Key | 56,679 | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 51,289,162 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2015 | Apr. 30, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 270,743 | $ 380,838 |
Marketable securities | 12,109 | 25,757 |
Receivables due from clients, net of allowance for doubtful accounts of $11,291 and $9,958, respectively | 230,442 | 188,543 |
Income taxes and other receivables | 20,956 | 10,966 |
Deferred income taxes | 1,497 | 3,827 |
Prepaid expenses and other assets | 38,504 | 31,054 |
Total current assets | 574,251 | 640,985 |
Marketable securities, non-current | 134,799 | 118,819 |
Property and equipment, net | 61,665 | 62,088 |
Cash surrender value of company owned life insurance policies, net of loans | 105,472 | 102,691 |
Deferred income taxes, net | 51,528 | 56,014 |
Goodwill | 250,981 | 254,440 |
Intangible assets, net | 43,547 | 47,901 |
Investments and other assets | 49,945 | 34,863 |
Total assets | 1,272,188 | 1,317,801 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 17,235 | 19,238 |
Income taxes payable | 5,082 | 3,813 |
Compensation and benefits payable | 142,531 | 219,364 |
Other accrued liabilities | 69,692 | 63,595 |
Total current liabilities | 234,540 | 306,010 |
Deferred compensation and other retirement plans | 174,345 | 173,432 |
Other liabilities | 23,851 | 23,110 |
Total liabilities | 432,736 | 502,552 |
Stockholders' equity: | ||
Common stock: $0.01 par value, 150,000 shares authorized, 63,586 and 62,863 shares issued and 51,287 and 50,573 shares outstanding, respectively | 473,370 | 463,839 |
Retained earnings | 422,797 | 392,033 |
Accumulated other comprehensive loss, net | (56,715) | (40,623) |
Total stockholders' equity | 839,452 | 815,249 |
Total liabilities and stockholders' equity | $ 1,272,188 | $ 1,317,801 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2015 | Apr. 30, 2015 |
Allowance for doubtful accounts | $ 11,291 | $ 9,958 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 63,586,000 | 62,863,000 |
Common stock, shares outstanding | 51,287,000 | 50,573,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Fee revenue | $ 280,600 | $ 255,702 | $ 547,994 | $ 506,890 |
Reimbursed out-of-pocket engagement expenses | 10,739 | 9,015 | 22,680 | 18,152 |
Total revenue | 291,339 | 264,717 | 570,674 | 525,042 |
Compensation and benefits | 188,608 | 174,656 | 368,064 | 343,762 |
General and administrative expenses | 44,563 | 30,145 | 82,054 | 67,513 |
Reimbursed expenses | 10,739 | 9,015 | 22,680 | 18,152 |
Cost of services | 11,236 | 9,706 | 21,356 | 19,171 |
Depreciation and amortization | 7,180 | 6,779 | 14,603 | 13,549 |
Restructuring charges, net | 9,886 | |||
Total operating expenses | 262,326 | 230,301 | 508,757 | 472,033 |
Operating income | 29,013 | 34,416 | 61,917 | 53,009 |
Other (loss) income, net | (2,646) | 2,362 | (2,720) | 4,539 |
Interest expense, net | (544) | (920) | (843) | (1,714) |
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries | 25,823 | 35,858 | 58,354 | 55,834 |
Equity in earnings of unconsolidated subsidiaries, net | 540 | 452 | 1,265 | 918 |
Income tax provision | 8,392 | 10,907 | 18,566 | 16,816 |
Net income | $ 17,971 | $ 25,403 | $ 41,053 | $ 39,936 |
Earnings per common share: | ||||
Basic | $ 0.36 | $ 0.52 | $ 0.82 | $ 0.82 |
Diluted | $ 0.35 | $ 0.51 | $ 0.81 | $ 0.80 |
Weighted-average common shares outstanding: | ||||
Basic | 49,981 | 49,082 | 49,737 | 48,893 |
Diluted | 50,362 | 49,740 | 50,233 | 49,720 |
Cash dividends declared per share: | $ 0.10 | $ 0.20 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Net income | $ 17,971 | $ 25,403 | $ 41,053 | $ 39,936 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (1,351) | (12,555) | (16,983) | (16,235) |
Deferred compensation and pension plan adjustments, net of tax | 448 | 467 | 895 | 954 |
Unrealized gains (losses) on marketable securities, net of tax | 4 | (4) | (2) | |
Comprehensive income | $ 17,068 | $ 13,319 | $ 24,961 | $ 24,653 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 41,053 | $ 39,936 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 14,603 | 13,549 |
Stock-based compensation expense | 9,013 | 6,959 |
Provision for doubtful accounts | 4,389 | 3,770 |
Gain on cash surrender value of life insurance policies | (3,295) | (5,494) |
Loss (gain) on marketable securities | 1,818 | (4,527) |
Deferred income taxes | 6,816 | 2,644 |
Change in other assets and liabilities: | ||
Deferred compensation | (1,324) | 5,570 |
Receivables due from clients | (46,288) | (39,502) |
Income tax and other receivables | (9,492) | (5,938) |
Prepaid expenses and other assets | (7,450) | (2,538) |
Investment in unconsolidated subsidiaries | (1,265) | (918) |
Income taxes payable | 1,273 | (4,773) |
Accounts payable and accrued liabilities | (69,087) | (56,259) |
Other | (14,205) | (4,494) |
Net cash used in operating activities | (73,441) | (52,015) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (10,645) | (11,305) |
Purchase of marketable securities | (29,010) | (22,141) |
Proceeds from sales/maturities of marketable securities | 24,760 | 9,232 |
Premium on company-owned life insurance policies | (419) | (447) |
Proceeds from life insurance policies | 1,659 | 1,976 |
Dividends received from unconsolidated subsidiaries | 806 | 318 |
Net cash used in investing activities | (12,849) | (22,367) |
Cash flows from financing activities: | ||
Purchase of common stock | (6,596) | (3,748) |
Proceeds from issuance of common stock upon exercise of employee stock options and in connection with an employee stock purchase plan | 2,491 | 1,884 |
Tax benefit related to stock-based compensation | 4,656 | 1,350 |
Dividends paid to shareholders | (10,289) | |
Payments on life insurance policy loans | (1,151) | (705) |
Net cash used in financing activities | (10,889) | (1,219) |
Effect of exchange rate changes on cash and cash equivalents | (12,916) | (9,926) |
Net decrease in cash and cash equivalents | (110,095) | (85,527) |
Cash and cash equivalents at beginning of period | 380,838 | 333,717 |
Cash and cash equivalents at end of period | $ 270,743 | $ 248,190 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2015 | |
Organization and Summary of Significant Accounting Policies | 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 recruitment on a retained basis, recruitment for non-executive professionals, recruitment process outsourcing and leadership & talent consulting services. The Company’s worldwide network of 78 offices in 37 countries enables it to meet the needs of its clients in all industries. 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, 2015 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 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 recruitment performed on a retained basis, recruitment for non-executive professionals, recruitment process outsourcing and leadership & talent consulting services. Fee revenue from executive recruitment activities and recruitment for non-executive professionals is generally one-third of the estimated first year cash 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 Leadership & Talent Consulting (“LTC”) services 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. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate. LTC revenue is also derived from the sale of solution 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 October 31, 2015 and April 30, 2015, the Company included deferred revenue of $40.6 million and $40.5 million, respectively, in other accrued liabilities. 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 October 31, 2015 and April 30, 2015, the Company’s investments in cash equivalents, consist of money market funds for which market prices are readily available. As of October 31, 2015 and April 30, 2015, the Company had cash equivalents of $148.6 million and $260.6 million, respectively. Marketable Securities The Company currently has investments in marketable securities and mutual funds which are classified as either trading securities or available-for-sale, based upon management’s intent and ability to hold, sell or trade such securities. The classification of the investments in these marketable securities and mutual funds is assessed upon purchase and reassessed at each reporting period. 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 and dividend income are recorded in the accompanying consolidated statements of income in interest expense, net. The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans (see Note 5 — Marketable Securities The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio includes corporate bonds. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income. When, in the opinion of management, a decline in the fair value of an investment below its amortized cost is considered to be “other-than-temporary,” a credit loss is recorded in the statement of income in other (loss) income, net; any amount in excess of the credit loss is recorded as unrealized gains or losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. The determination of the other-than-temporary decline includes, in addition to other relevant factors, a presumption that if the market value is below cost by a significant amount for a period of time, a write-down may be necessary. During the three and six months ended October 31, 2015 and 2014, no other-than-temporary impairment was recognized. 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 • Level 2 • Level 3 As of October 31, 2015 and April 30, 2015, 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 and marketable securities. 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 marketable securities classified as available-for-sale are obtained from a third party, which are based on quoted prices or market prices for similar assets. 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 non-controlling 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, 2015, 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 were no indicators of impairment as of October 31, 2015 and April 30, 2015 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 whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. As of October 31, 2015 and April 30, 2015, 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 metrics for LTC and Futurestep consultants), the level of engagements referred by a fee earner 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 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 $87.0 million and $84.3 million for the six months ended October 31, 2015 and 2014, respectively, which was reduced by a change in the previous years’ estimate recorded in the six months ended October 31, 2015 and 2014, of $0.6 million and $0.3 million, respectively. This resulted in net bonus expense of $86.4 million and $84.0 million in the six months ended October 31, 2015 and 2014, respectively, included in compensation and benefits expense in the consolidated statements of income. During the three months ended October 31, 2015 and 2014, the performance related bonus expense was $44.6 million and $45.3 million, respectively, included in compensation and benefits expense. No change in estimate related to previous years’ estimates was recorded in the three months ended October 31, 2015 or 2014. 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. 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. 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 purchase under the ESPP on a straight-line basis over the service period for the entire award. 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 in order to depict 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. 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 as opposed to the original effective date of December 15, 2016. The Company will adopt this guidance in its fiscal year beginning May 1, 2018. The Company is currently evaluating the effect the guidance will have on our financial condition and results of operations. In September 2015, the FASB issued guidance requiring an acquirer to recognize adjustments to provisional amounts recorded in an acquisition that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is required to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the account had been completed at the acquisition date. The acquirer is also required to present separately on the face of the income statement or disclose in the footnotes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date. This new guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company will comply with the new guidance when adjustments in acquisitions are identified and recorded during the measurement period. |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Share | 6 Months Ended |
Oct. 31, 2015 | |
Basic and Diluted Earnings Per Share | 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. The application of the two-class method did not have a material impact on the earnings per share calculation for the three and six months ended October 31, 2014. During the three and six months ended October 31, 2015 and 2014, all shares of outstanding options were included in the computation of diluted earnings per share. During the three and six months ended October 31, 2015, restricted stock awards of 0.5 million were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive. The following table summarizes basic and diluted earnings per common share attributable to common stockholders: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands, except per share data) Net income $ 17,971 $ 25,403 $ 41,053 $ 39,936 Less: distributed and undistributed earnings to nonvested restricted stockholders 167 — 390 — Basic net earnings attributable to common stockholders 17,804 25,403 40,663 39,936 Add: undistributed earnings to nonvested restricted stockholders 118 — 292 — Less: reallocation of undistributed earnings to nonvested restricted stockholders 117 — 289 — Diluted net earnings attributable to common stockholders $ 17,805 $ 25,403 $ 40,666 $ 39,936 Weighted-average common shares outstanding: Basic weighted-average number of common shares outstanding 49,981 49,082 49,737 48,893 Effect of dilutive securities: Restricted stock 330 554 433 710 Stock options 49 104 58 117 ESPP 2 — 5 — Diluted weighted-average number of common shares outstanding 50,362 49,740 50,233 49,720 Net earnings per common share: Basic earnings per share $ 0.36 $ 0.52 $ 0.82 $ 0.82 Diluted earnings per share $ 0.35 $ 0.51 $ 0.81 $ 0.80 |
Comprehensive Income
Comprehensive Income | 6 Months Ended |
Oct. 31, 2015 | |
Comprehensive Income | 3. Comprehensive Income Comprehensive income is comprised of net income 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. 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: October 31, 2015 April 30, 2015 (in thousands) Foreign currency translation adjustments $ (37,902 ) $ (20,919 ) Deferred compensation and pension plan adjustments, net of tax (18,813 ) (19,708 ) Unrealized gains on marketable securities, net of tax — 4 Accumulated other comprehensive loss, net $ (56,715 ) $ (40,623 ) The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the three months ended October 31, 2015: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of July 31, 2015 $ (36,551 ) $ (19,261 ) $ — $ (55,812 ) Unrealized losses arising during the period (1,351 ) — — (1,351 ) Reclassification of realized net losses to net income — 448 — 448 Balance as of October 31, 2015 $ (37,902 ) $ (18,813 ) $ — $ (56,715 ) The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the six months ended October 31, 2015: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of April 30, 2015 $ (20,919 ) $ (19,708 ) $ 4 $ (40,623 ) Unrealized losses arising during the period (16,983 ) — (4 ) (16,987 ) Reclassification of realized net losses to net income — 895 — 895 Balance as of October 31, 2015 $ (37,902 ) $ (18,813 ) $ — $ (56,715 ) (1) The tax effects on the reclassifications of realized net losses was $0.3 million and $0.6 million for the three and six months ended October 31, 2015, respectively. The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the three months ended October 31, 2014: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of July 31, 2014 $ 11,924 $ (17,519 ) $ 8 $ (5,587 ) Unrealized gains (losses) arising during the period (12,555 ) — 4 (12,551 ) Reclassification of realized net losses to net income — 467 — 467 Balance as of October 31, 2014 $ (631 ) $ (17,052 ) $ 12 $ (17,671 ) The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the six months ended October 31, 2014: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of April 30, 2014 $ 15,604 $ (18,006 ) $ 14 $ (2,388 ) Unrealized losses arising during the period (16,235 ) — (2 ) (16,237 ) Reclassification of realized net losses to net income — 954 — 954 Balance as of October 31, 2014 $ (631 ) $ (17,052 ) $ 12 $ (17,671 ) (1) The tax effects on the reclassifications of realized net losses was $0.3 million and $0.6 million for the three and six months ended October 31, 2014, respectively. |
Employee Stock Plans
Employee Stock Plans | 6 Months Ended |
Oct. 31, 2015 | |
Employee Stock Plans | 4. 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 income for the periods indicated: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands) Restricted stock $ 5,178 $ 3,617 $ 8,732 $ 6,869 ESPP 144 — 264 — Stock options — 23 17 90 Total stock-based compensation expense, pre-tax 5,322 3,640 9,013 6,959 Tax benefit from stock-based compensation expense (1,714 ) (1,114 ) (2,868 ) (2,096 ) Total stock-based compensation expense, net of tax $ 3,608 $ 2,526 $ 6,145 $ 4,863 The Company uses the Black-Scholes option valuation model to estimate the grant date fair value of employee stock options. The expected volatility reflects consideration of the historical volatility in the Company’s publicly traded stock during the period the option is granted. The Company believes historical volatility in these instruments is more indicative of expected future volatility than the implied volatility in the price of the Company’s common stock. The expected life of each option is estimated using historical data. The risk-free interest rate is based on the U.S. Treasury zero-coupon issue with a remaining term approximating the expected term of the option. The Company uses historical data to estimate forfeiture rates applied to the gross amount of expense determined using the option valuation model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options. The assumptions used in option valuation models are highly subjective, particularly the expected stock price volatility of the underlying stock. The Company did not grant stock options in the three or six months ended October 31, 2015 and 2014. Stock Incentive Plans At the Company’s 2012 Annual Meeting of Stockholders, held on September 27, 2012, the Company’s stockholders approved an amendment and restatement to the Korn/Ferry International Amended and Restated 2008 Stock Incentive Plan (the 2012 amendment and restatement being the “Second A&R 2008 Plan”), which among other things, increased the current maximum number of shares that may be issued under the plan to 5,700,000 shares, subject to certain changes in the Company’s capital structure and other extraordinary events. The Second 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 a combination thereof. Under the Second A&R 2008 Plan, the ability to issue full-value awards is limited by requiring full-value stock awards to count 1.91 times as much as stock options. Stock Options Stock option transactions under the Company’s Second A&R 2008 Plan were as follows: Six Months Ended October 31, 2015 Options Weighted- Weighted- Aggregate (in thousands, except per share data) Outstanding, April 30, 2015 202 $ 15.45 Exercised (81 ) $ 15.26 Forfeited/expired (5 ) $ 17.97 Outstanding, October 31, 2015 116 $ 15.53 1.46 $ 2,416 Exercisable, October 31, 2015 116 $ 15.53 1.46 $ 2,416 Additional information pertaining to stock options: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands) Total fair value of stock options vested $ — $ 10 $ 96 $ 334 Total intrinsic value of stock options exercised $ 198 $ 332 $ 1,558 $ 1,371 Restricted Stock The Company grants time-based restricted stock awards to executive officers and other senior employees generally vesting over a three to 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 a third-party valuation using extensive market data that are 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. The Company recognizes compensation expense for performance-based restricted stock units on a straight-line basis over the vesting period. 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 takes into account these estimates when calculating the expense for the period. Restricted stock activity during the six months ended October 31, 2015 is summarized below: Shares Weighted- (in thousands, except per share data) Non-vested, April 30, 2015 1,560 $ 22.15 Granted 611 $ 26.97 Vested (778) $ 16.28 Forfeited/expired (14) $ 24.42 Non-vested, October 31, 2015 1,379 $ 27.57 As of October 31, 2015, there were 0.3 million shares and 0.2 million shares outstanding relating to market-based and performance-based restricted stock units, respectively, with total unrecognized compensation totaling $7.6 million and $1.5 million, respectively. As of October 31, 2015, there was $28.0 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 2.5 years. During the three and six months ended October 31, 2015, 660 shares and 188,764 shares of restricted stock totaling $0.1 million and $6.7 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to vesting of restricted stock. During the three and six months ended October 31, 2014, 662 shares and 126,083 shares of restricted stock totaling $0.1 million and $3.8 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. The ESPP was suspended during the second half of fiscal 2012 and as a result, no shares were purchased during the six months ended October 31, 2014. On January 1, 2015, the Company once again allowed employees to participate in the ESPP. During the six months ended October 31, 2015, employees purchased 44,334 shares at $29.55 per share. During the three months ended October 31, 2015, no shares were purchased under the ESPP. As of October 31, 2015, the ESPP had approximately 1.6 million shares remaining available for future issuance. Common Stock During the three and six months ended October 31, 2015, the Company issued 9,070 shares and 80,498 shares of common stock, respectively, as a result of the exercise of stock options, with cash proceeds from the exercise of $0.1 million and $1.2 million, respectively. During the three and six months ended October 31, 2014, the Company issued 24,308 shares and 109,629 shares of common stock, respectively, as a result of the exercise of stock options, with cash proceeds from the exercise of $0.4 million and $1.9 million, respectively. No shares were repurchased during the three and six months ended October 31, 2015 and 2014, other than to satisfy minimum tax withholding requirements upon the vesting of restricted stock as described above. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Oct. 31, 2015 | |
Marketable Securities | 5. Marketable Securities As of October 31, 2015, marketable securities consisted of the following: Trading (1)(2) Available-for-Sale (2) Total (in thousands) Mutual funds $ 144,905 $ — $ 144,905 Corporate bonds — 2,003 2,003 Total 144,905 2,003 146,908 Less: current portion of marketable securities (10,106 ) (2,003 ) (12,109 ) Non-current marketable securities $ 134,799 $ — $ 134,799 As of April 30, 2015, marketable securities consisted of the following: Trading (1)(2) Available-for-Sale (2) Total (in thousands) Mutual funds $ 131,399 $ — $ 131,399 Corporate bonds — 13,177 13,177 Total 131,399 13,177 144,576 Less: current portion of marketable securities (12,580 ) (13,177 ) (25,757 ) Non-current marketable securities $ 118,819 $ — $ 118,819 (1) These investments are held in trust for settlement of the Company’s vested and unvested obligations of $140.9 million and $129.1 million as of October 31, 2015 and April 30, 2015, respectively, under the ECAP (see Note 6 — Deferred Compensation and Retirement Plans (2) The Company’s financial assets measured at fair value on a recurring basis include trading securities classified as Level 1 and available-for-sale securities classified as Level 2. As of October 31, 2015 and April 30, 2015, the Company had no investments classified as Level 3. The amortized cost and fair values of marketable securities classified as available-for-sale investments were as follows: October 31, 2015 Amortized Gross Gross Estimated (in thousands) Corporate bonds $ 2,003 $ — $ — $ 2,003 April 30, 2015 Amortized Gross Gross Estimated (in thousands) Corporate bonds $ 13,167 $ 11 $ (1 ) $ 13,177 (1) There are no marketable securities that have been in a continuous unrealized loss position for 12 months or more. Investments in marketable securities classified as available-for-sale securities are made based on the Company’s investment policy, which restricts the types of investments that can be made. As of October 31, 2015 and April 30, 2015, marketable securities classified as available-for-sale consist of corporate bonds for which market prices for similar assets are readily available. As of October 31, 2015, available-for-sale marketable securities have remaining maturities ranging from one to two months. During the three and six months ended October 31, 2015, the Company received $8.1 million and $11.1 million, respectively, in proceeds from maturities of available-for-sale marketable securities. During the six months ended October 31, 2014, the Company received $2.0 million in proceeds from maturities of available-for-sale marketable securities. During the three months ended October 31, 2014, there were no sales/maturities of available-for-sale marketable securities. 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 October 31, 2015 and April 30, 2015, the Company’s investments in marketable securities classified as trading consist of mutual funds for which market prices are readily available. As of October 31, 2015 and April 30, 2015, the Company’s marketable securities classified as trading were $144.9 million (net of gross unrealized gains of $5.3 million and $0.9 million of gross unrealized losses) and $131.4 million (net of gross unrealized gains of $8.3 million and $0.2 million of gross unrealized losses), respectively. |
Deferred Compensation and Retir
Deferred Compensation and Retirement Plans | 6 Months Ended |
Oct. 31, 2015 | |
Deferred Compensation and Retirement Plans | 6. 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. In June 2003, the Company amended the deferred compensation plans, with the exception of the ECAP and international retirement plans, so as not to allow new participants or the purchase of additional deferral units by existing participants. The components of net periodic benefit costs are as follows: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands) Amortization of actuarial loss $ 731 $ 762 $ 1,462 $ 1,525 Interest cost 703 748 1,406 1,495 Net periodic benefit costs $ 1,434 $ 1,510 $ 2,868 $ 3,020 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 $173.9 million and $172.3 million is offset by outstanding policy loans of $68.5 million and $69.6 million in the accompanying consolidated balance sheets as of October 31, 2015 and April 30, 2015, respectively. The CSV value of the underlying COLI investments increased by $0.8 million and $3.3 million during the three and six months ended October 31, 2015, respectively, recorded as a decrease in compensation and benefits expense in the accompanying consolidated statement of income. The CSV value of the underlying COLI investments increased by $2.2 million and $5.5 million during the three and six months ended October 31, 2014, respectively, and is recorded as a decrease in compensation and benefits expense in the accompanying consolidated statement of income. The Company has an ECAP, which 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 upon employee performance. Certain key management may also receive Company ECAP contributions upon commencement of employment. The Company made contributions to the ECAP during the three and six months ended October 31, 2015 of $20.0 million and $22.0 million, respectively. The Company made contributions to the ECAP during the three and six months ended October 31, 2014 of $17.4 million and $18.6 million, respectively. As these contributions vest, the amounts are recorded as a liability in deferred compensation and other retirement plans on the accompanying balance sheet and compensation and benefits on the accompanying consolidated statement of income. Participants generally vest in Company contributions over a four year period. 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 and six months ended October 31, 2015, deferred compensation liability decreased; therefore, the Company recognized a decrease in compensation expense of $1.6 million and $0.9 million in the three and six months ended October 31, 2015, respectively. Offsetting the decrease in compensation and benefits expense was a decrease in the fair value of marketable securities classified as trading (held in trust to satisfy obligations under certain deferred compensation liabilities) of $2.5 million and $1.8 million during the three and six months ended October 31, 2015, respectively. During the three and six months ended October 31, 2014, deferred compensation liability increased; therefore, the Company recognized an increase in compensation expense of $1.0 million and $2.7 million in the three and six months ended October 31, 2014, 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 certain deferred compensation liabilities) of $2.5 million and $4.5 million during the three and six months ended October 31, 2014, respectively, recorded in other (loss) income, net on the consolidated statement of income (see Note 5 — Marketable Securities |
Business Segments
Business Segments | 6 Months Ended |
Oct. 31, 2015 | |
Business Segments | 7. Business Segments The Company currently operates in three global businesses: Executive Recruitment, LTC and Futurestep. The Executive Recruitment 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. LTC assists clients with ongoing assessment and development of their senior executives and management teams, and addresses three fundamental needs: Talent Strategy, Succession Management, and Leadership Development, all underpinned by a comprehensive array of world-leading IP, 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 Recruitment business segment is managed by geographic regional leaders and LTC and Futurestep worldwide operations are managed by their respective Chief Executive Officers. The Executive Recruitment geographic regional leaders and the Chief Executive Officers of LTC 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 (“CODM”) 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 and acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other than temporary impairment). The 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. Financial highlights by business segment are as follows: Three Months Ended October 31, 2015 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 92,788 $ 36,570 $ 20,998 $ 6,116 $ 156,472 $ 73,602 $ 50,526 $ — $ 280,600 Total revenue $ 96,198 $ 37,509 $ 21,617 $ 6,118 $ 161,442 $ 75,991 $ 53,906 $ — $ 291,339 Net income $ 17,971 Other loss, net 2,646 Interest expense, net 544 Equity in earnings of unconsolidated subsidiaries, net (540 ) Income tax provision 8,392 Operating income (loss) $ 27,422 $ 6,929 $ 3,907 $ 970 $ 39,228 $ 7,778 $ 6,896 $ (24,889 ) $ 29,013 Depreciation and amortization 832 232 223 73 1,360 3,588 578 1,654 7,180 Other (loss) income, net (127 ) 7 (6 ) 33 (93 ) (17 ) 8 (2,544 ) (2,646 ) Equity in earnings of unconsolidated subsidiaries, net 140 — — — 140 — — 400 540 EBITDA 28,267 7,168 4,124 1,076 40,635 11,349 7,482 (25,379 ) 34,087 Integration/acquisition costs — — — — — 3,310 — 8,684 11,994 Adjusted EBITDA $ 28,267 $ 7,168 $ 4,124 $ 1,076 $ 40,635 $ 14,659 $ 7,482 $ (16,695 ) $ 46,081 Three Months Ended October 31, 2014 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 82,729 $ 36,675 $ 21,157 $ 8,369 $ 148,930 $ 66,408 $ 40,364 $ — $ 255,702 Total revenue $ 86,252 $ 38,054 $ 21,716 $ 8,383 $ 154,405 $ 68,477 $ 41,835 $ — $ 264,717 Net income $ 25,403 Other income, net (2,362 ) Interest expense, net 920 Equity in earnings of unconsolidated subsidiaries, net (452 ) Income tax provision 10,907 Operating income (loss) $ 19,117 $ 5,621 $ 3,424 $ 1,699 $ 29,861 $ 7,762 $ 5,150 $ (8,357 ) $ 34,416 Depreciation and amortization 891 446 261 85 1,683 3,279 459 1,358 6,779 Other income (loss), net 194 (1 ) 149 13 355 (172 ) 25 2,154 2,362 Equity in earnings of unconsolidated subsidiaries, net 110 — — — 110 — — 342 452 EBITDA 20,312 6,066 3,834 1,797 32,009 10,869 5,634 (4,503 ) 44,009 Adjusted EBITDA $ 20,312 $ 6,066 $ 3,834 $ 1,797 $ 32,009 $ 10,869 $ 5,634 $ (4,503 ) $ 44,009 Six Months Ended October 31, 2015 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 183,147 $ 72,660 $ 40,213 $ 12,542 $ 308,562 $ 142,842 $ 96,590 $ — $ 547,994 Total revenue $ 190,597 $ 74,680 $ 41,607 $ 12,550 $ 319,434 $ 147,432 $ 103,808 $ — $ 570,674 Net income $ 41,053 Other loss, net 2,720 Interest expense, net 843 Equity in earnings of unconsolidated subsidiaries, net (1,265 ) Income tax provision 18,566 Operating income (loss) $ 51,567 $ 13,205 $ 6,893 $ 2,478 $ 74,143 $ 15,273 $ 13,085 $ (40,584 ) $ 61,917 Depreciation and amortization 1,659 597 469 151 2,876 7,336 1,163 3,228 14,603 Other (loss) income, net (95 ) 150 12 272 339 (880 ) 8 (2,187 ) (2,720 ) Equity in earnings of unconsolidated subsidiaries, net 226 — — — 226 — — 1,039 1,265 EBITDA 53,357 13,952 7,374 2,901 77,584 21,729 14,256 (38,504 ) 75,065 Integration/acquisition costs — — — — — 3,639 — 9,029 12,668 Adjusted EBITDA $ 53,357 $ 13,952 $ 7,374 $ 2,901 $ 77,584 $ 25,368 $ 14,256 $ (29,475 ) $ 87,733 Six Months Ended October 31, 2014 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 165,029 $ 76,972 $ 40,691 $ 14,653 $ 297,345 $ 129,956 $ 79,589 $ — $ 506,890 Total revenue $ 172,334 $ 79,483 $ 42,085 $ 14,692 $ 308,594 $ 133,897 $ 82,551 $ — $ 525,042 Net income $ 39,936 Other income, net (4,539 ) Interest expense, net 1,714 Equity in earnings of unconsolidated subsidiaries, net (918 ) Income tax provision 16,816 Operating income (loss) $ 38,115 $ 8,264 $ 5,946 $ 1,772 $ 54,097 $ 11,222 $ 8,607 $ (20,917 ) $ 53,009 Depreciation and amortization 1,795 935 555 170 3,455 6,531 905 2,658 13,549 Other income, net 323 45 258 46 672 45 23 3,799 4,539 Equity in earnings of unconsolidated subsidiaries, net 178 — — — 178 — — 740 918 EBITDA 40,411 9,244 6,759 1,988 58,402 17,798 9,535 (13,720 ) 72,015 Restructuring charges, net 1,151 3,987 17 377 5,532 2,758 1,424 172 9,886 Adjusted EBITDA $ 41,562 $ 13,231 $ 6,776 $ 2,365 $ 63,934 $ 20,556 $ 10,959 $ (13,548 ) $ 81,901 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Oct. 31, 2015 | |
Long-Term Debt | 8. Long-Term Debt On September 23, 2015, the Company entered into Amendment No. 3 (the “Amendment No. 3”) to the existing Credit Agreement dated as of January 18, 2013 with Wells Fargo Bank, National Association, as lender (the “Lender”), as previously amended by Amendment No. 1 dated as of December 12, 2014 (the “Amendment No. 1”) and Amendment No. 2 dated as of June 3, 2015 (the “Amendment No. 2”) (the existing Credit Agreement, as amended by the Amendment No. 1, the Amendment No. 2, and the Amendment No. 3, the “Credit Agreement”). The Amendment No. 3 provides for, among other things: (i) a new senior unsecured delayed draw term loan facility in an aggregate principal amount of $150 million (the “Term Facility”); (ii) a reduction in the revolving credit facility (the “Revolver” and, together with the Term Facility, the “Credit Facilities”) from an aggregate principal amount of $150 million to $100 million; (iii) an extension to the maturity date of the Revolver; (iv) consent to enter into the acquisition of Hay Group; (v) certain changes to affirmative and negative covenants, including an increase to the minimum adjusted EBITDA that the Company must maintain from $70 million to $100 million, (vi) an increase in the amount of permitted acquisitions, paying dividends to stockholders and making share repurchases in any fiscal year from $125.0 million to $135.0 million (excluding the recently announced acquisition of Hay Group); and (vii) an increase in the amount of dividends paid to stockholders and share repurchases in any fiscal year from $75.0 million to $85.0 million (excluding the recently announced acquisition of Hay Group). At the Company’s option, loans issued under the Credit Facilities will bear interest at either adjusted 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 adjusted LIBOR plus 1.125% per annum to adjusted LIBOR plus 1.875% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.125% per annum and the alternate base rate plus 0.875% 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 Lender a quarterly fee ranging from 0.25% to 0.40% per annum on the average daily unused amount of the Credit Facilities, based upon the Company’s consolidated leverage ratio at such time, and fees relating to the issuance of letters of credit. Both the Revolver and the Term Facility mature on September 23, 2020, and may be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees). As of October 31, 2015 and April 30, 2015, the Company had no borrowings under its long-term debt arrangements. At October 31, 2015 and April 30, 2015, there was $2.9 million and $2.8 million of standby letters of credit issued under its long-term debt arrangements, respectively. The Company had a total of $1.4 million and $1.6 million of standby letters of credits with other financial institutions as of October 31, 2015 and April 30, 2015, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 31, 2015 | |
Subsequent Events | 9. Subsequent Events Quarterly Dividend Declaration On December 8, 2015, the Board of Directors of the Company declared a cash dividend of $0.10 per share that will be paid on January 15, 2016 to holders of the Company’s common stock of record at the close of business on December 21, 2015. 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. Hay Group Acquisition On December 1, 2015, the Company completed its previously announced acquisition of Hay Group, a global leader in people strategy and organizational performance. The acquisition strengthens the Company’s intellectual property, enhances our geographical presence, adds complimentary capabilities to further leverage search relationships and broadens capabilities to assessment and development. Under the terms of the Stock Purchase Agreement, dated as of September 23, 2015 (the “Purchase Agreement”), by and between HG (Bermuda) Limited (“HG Bermuda”) and the Company, at the closing of the acquisition the Company paid HG Bermuda an aggregate purchase price of approximately $493 million, consisting of (a) approximately $275 million in cash, net of estimated cash acquired ($54 million from our foreign locations), and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 shares of the Company’s common stock, par value $0.01 per share (the “Consideration Shares”), representing an aggregate value of $218 million based on the closing price of the Company’s common stock on The New York Stock Exchange on November 30, 2015 ($200 million based on the volume weighted average price of the Company’s common stock on The New York Stock Exchange on each of the 20 consecutive trading days ending on September 21, 2015). On November 23, 2015, the Company borrowed $150 million from the Term Facility, to finance a portion of the Hay Group acquisition purchase price. The outstanding principal is payable in quarterly installments starting January 1, 2016, with the final installment consisting of all remaining unpaid principal due on the term loan maturity date of September 23, 2020. Interest accrued on the term loan shall also be payable on the first date of each calendar quarter, with an initial interest rate of 1.34% per annum. Pursuant to the Purchase Agreement, the Company has committed to a $40 million retention pool (up to $5 million payable within one year) for certain employees of Hay Group 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. Under the terms of the Purchase Agreement, each of HG Bermuda and the Company has agreed to indemnify the other and certain other indemnified persons from any and all losses incurred by such indemnified persons arising from, among other things, any breach of the representations, warranties or covenants set forth in the Purchase Agreement on the terms and subject to the limitations set forth in the Purchase Agreement. In accordance with the Purchase Agreement, at the closing, 835,011 shares of Company common stock (the “Indemnity Escrow Shares”) that were payable as transaction consideration to HG Bermuda were deposited at the closing into an escrow account to secure HG Bermuda’s indemnification obligations under the Purchase Agreement. The Indemnity Escrow Shares will be held and released from such account pursuant to the terms of the escrow agreement entered into at closing by and among HG Bermuda, the Company and Computershare Trust Company, N.A., in its capacity as escrow agent. Pursuant to the terms of the Purchase Agreement, the Company has agreed to prepare and file a resale registration statement on Form S-3 (or, if the Company is not then eligible to use Form S-3, a Form S-1) with the SEC to register the offer and resale of the Consideration Shares within a time period reasonably expected to result in the registration statement being declared effective under the Securities Act of 1933, as amended, on or before the one-year anniversary of the closing date. Prior to the closing of the acquisition of Hay Group, the Company and HG Bermuda entered into a letter agreement, dated November 30, 2015 (the “SPA Letter Agreement”), to provide for, among other things, the acquisition by Korn/Ferry Canada, Inc., a corporation organized under the laws of Canada and an indirect wholly owned subsidiary of the Company, of all the issued and outstanding capital stock of Hay Group Ltd., a corporation organized under the laws of Ontario, Canada, and an indirect wholly owned subsidiary of HG Bermuda, from Hay Group Investment Holding B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid The foregoing descriptions of the Purchase Agreement and the SPA Letter Agreement are qualified in their entirety by the full text of the Purchase Agreement and the SPA Letter Agreement; copies of which have been filed with the SEC and are incorporated herein by reference. The allocation of the purchase price for assets acquired and liabilities assumed is subject to completion of a formal valuation process and review by management, which has not yet been completed. We will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the acquisition date. The results of operations of Hay Group will be included in Korn/Ferry International’s consolidated results of operations beginning December 1, 2015. |
Organization and Summary of S16
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Basis of Consolidation and Presentation | 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, 2015 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 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 | 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 | Revenue Recognition Substantially all fee revenue is derived from fees for professional services related to executive recruitment performed on a retained basis, recruitment for non-executive professionals, recruitment process outsourcing and leadership & talent consulting services. Fee revenue from executive recruitment activities and recruitment for non-executive professionals is generally one-third of the estimated first year cash 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 Leadership & Talent Consulting (“LTC”) services 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. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate. LTC revenue is also derived from the sale of solution 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 October 31, 2015 and April 30, 2015, the Company included deferred revenue of $40.6 million and $40.5 million, respectively, in other accrued liabilities. |
Allowance for Doubtful Accounts | 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 | 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 October 31, 2015 and April 30, 2015, the Company’s investments in cash equivalents, consist of money market funds for which market prices are readily available. As of October 31, 2015 and April 30, 2015, the Company had cash equivalents of $148.6 million and $260.6 million, respectively. |
Marketable Securities | Marketable Securities The Company currently has investments in marketable securities and mutual funds which are classified as either trading securities or available-for-sale, based upon management’s intent and ability to hold, sell or trade such securities. The classification of the investments in these marketable securities and mutual funds is assessed upon purchase and reassessed at each reporting period. 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 and dividend income are recorded in the accompanying consolidated statements of income in interest expense, net. The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans (see Note 5 — Marketable Securities The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio includes corporate bonds. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income. When, in the opinion of management, a decline in the fair value of an investment below its amortized cost is considered to be “other-than-temporary,” a credit loss is recorded in the statement of income in other (loss) income, net; any amount in excess of the credit loss is recorded as unrealized gains or losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. The determination of the other-than-temporary decline includes, in addition to other relevant factors, a presumption that if the market value is below cost by a significant amount for a period of time, a write-down may be necessary. During the three and six months ended October 31, 2015 and 2014, no other-than-temporary impairment was recognized. |
Fair Value of Financial Instruments | 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 • Level 2 • Level 3 As of October 31, 2015 and April 30, 2015, 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 and marketable securities. 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 marketable securities classified as available-for-sale are obtained from a third party, which are based on quoted prices or market prices for similar assets. |
Business Acquisitions | 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 non-controlling 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 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, 2015, 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 were no indicators of impairment as of October 31, 2015 and April 30, 2015 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 whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. As of October 31, 2015 and April 30, 2015, there were no indicators of impairment with respect to the Company’s intangible assets. |
Compensation and Benefits Expense | 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 metrics for LTC and Futurestep consultants), the level of engagements referred by a fee earner 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 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 $87.0 million and $84.3 million for the six months ended October 31, 2015 and 2014, respectively, which was reduced by a change in the previous years’ estimate recorded in the six months ended October 31, 2015 and 2014, of $0.6 million and $0.3 million, respectively. This resulted in net bonus expense of $86.4 million and $84.0 million in the six months ended October 31, 2015 and 2014, respectively, included in compensation and benefits expense in the consolidated statements of income. During the three months ended October 31, 2015 and 2014, the performance related bonus expense was $44.6 million and $45.3 million, respectively, included in compensation and benefits expense. No change in estimate related to previous years’ estimates was recorded in the three months ended October 31, 2015 or 2014. 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. |
Restructuring Charges, Net | 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. Changes in the estimates of the restructuring charges are recorded in the period the change is determined. |
Stock-Based Compensation | 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 purchase under the ESPP on a straight-line basis over the service period for the entire award. |
Recently Proposed Accounting Standards | 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 in order to depict 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. 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 as opposed to the original effective date of December 15, 2016. The Company will adopt this guidance in its fiscal year beginning May 1, 2018. The Company is currently evaluating the effect the guidance will have on our financial condition and results of operations. In September 2015, the FASB issued guidance requiring an acquirer to recognize adjustments to provisional amounts recorded in an acquisition that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is required to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the account had been completed at the acquisition date. The acquirer is also required to present separately on the face of the income statement or disclose in the footnotes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date. This new guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company will comply with the new guidance when adjustments in acquisitions are identified and recorded during the measurement period. |
Basic and Diluted Earnings Pe17
Basic and Diluted Earnings Per Share (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Basic and Diluted Earnings per Common Share Attributable to Common Stockholders | The following table summarizes basic and diluted earnings per common share attributable to common stockholders: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands, except per share data) Net income $ 17,971 $ 25,403 $ 41,053 $ 39,936 Less: distributed and undistributed earnings to nonvested restricted stockholders 167 — 390 — Basic net earnings attributable to common stockholders 17,804 25,403 40,663 39,936 Add: undistributed earnings to nonvested restricted stockholders 118 — 292 — Less: reallocation of undistributed earnings to nonvested restricted stockholders 117 — 289 — Diluted net earnings attributable to common stockholders $ 17,805 $ 25,403 $ 40,666 $ 39,936 Weighted-average common shares outstanding: Basic weighted-average number of common shares outstanding 49,981 49,082 49,737 48,893 Effect of dilutive securities: Restricted stock 330 554 433 710 Stock options 49 104 58 117 ESPP 2 — 5 — Diluted weighted-average number of common shares outstanding 50,362 49,740 50,233 49,720 Net earnings per common share: Basic earnings per share $ 0.36 $ 0.52 $ 0.82 $ 0.82 Diluted earnings per share $ 0.35 $ 0.51 $ 0.81 $ 0.80 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Components Of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive loss were as follows: October 31, 2015 April 30, 2015 (in thousands) Foreign currency translation adjustments $ (37,902 ) $ (20,919 ) Deferred compensation and pension plan adjustments, net of tax (18,813 ) (19,708 ) Unrealized gains on marketable securities, net of tax — 4 Accumulated other comprehensive loss, net $ (56,715 ) $ (40,623 ) |
Changes in Each Component of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the three months ended October 31, 2015: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of July 31, 2015 $ (36,551 ) $ (19,261 ) $ — $ (55,812 ) Unrealized losses arising during the period (1,351 ) — — (1,351 ) Reclassification of realized net losses to net income — 448 — 448 Balance as of October 31, 2015 $ (37,902 ) $ (18,813 ) $ — $ (56,715 ) The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the six months ended October 31, 2015: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of April 30, 2015 $ (20,919 ) $ (19,708 ) $ 4 $ (40,623 ) Unrealized losses arising during the period (16,983 ) — (4 ) (16,987 ) Reclassification of realized net losses to net income — 895 — 895 Balance as of October 31, 2015 $ (37,902 ) $ (18,813 ) $ — $ (56,715 ) (1) The tax effects on the reclassifications of realized net losses was $0.3 million and $0.6 million for the three and six months ended October 31, 2015, respectively. The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the three months ended October 31, 2014: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of July 31, 2014 $ 11,924 $ (17,519 ) $ 8 $ (5,587 ) Unrealized gains (losses) arising during the period (12,555 ) — 4 (12,551 ) Reclassification of realized net losses to net income — 467 — 467 Balance as of October 31, 2014 $ (631 ) $ (17,052 ) $ 12 $ (17,671 ) The following table summarizes the changes in each component of accumulated other comprehensive income (loss) for the six months ended October 31, 2014: Foreign Deferred Unrealized Accumulated (in thousands) Balance as of April 30, 2014 $ 15,604 $ (18,006 ) $ 14 $ (2,388 ) Unrealized losses arising during the period (16,235 ) — (2 ) (16,237 ) Reclassification of realized net losses to net income — 954 — 954 Balance as of October 31, 2014 $ (631 ) $ (17,052 ) $ 12 $ (17,671 ) (1) The tax effects on the reclassifications of realized net losses was $0.3 million and $0.6 million for the three and six months ended October 31, 2014, respectively. |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Components Of Stock-Based Compensation Expense Recognized | The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of income for the periods indicated: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands) Restricted stock $ 5,178 $ 3,617 $ 8,732 $ 6,869 ESPP 144 — 264 — Stock options — 23 17 90 Total stock-based compensation expense, pre-tax 5,322 3,640 9,013 6,959 Tax benefit from stock-based compensation expense (1,714 ) (1,114 ) (2,868 ) (2,096 ) Total stock-based compensation expense, net of tax $ 3,608 $ 2,526 $ 6,145 $ 4,863 |
Stock Options Transactions | Stock option transactions under the Company’s Second A&R 2008 Plan were as follows: Six Months Ended October 31, 2015 Options Weighted- Weighted- Aggregate (in thousands, except per share data) Outstanding, April 30, 2015 202 $ 15.45 Exercised (81 ) $ 15.26 Forfeited/expired. (5 ) $ 17.97 Outstanding, October 31, 2015 116 $ 15.53 1.46 $ 2,416 Exercisable, October 31, 2015 116 $ 15.53 1.46 $ 2,416 |
Additional Information Pertaining to Stock Options | Additional information pertaining to stock options: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands) Total fair value of stock options vested $ — $ 10 $ 96 $ 334 Total intrinsic value of stock options exercised $ 198 $ 332 $ 1,558 $ 1,371 |
Restricted Stock Activity | Restricted stock activity during the six months ended October 31, 2015 is summarized below: Shares Weighted- (in thousands, except per share data) Non-vested, April 30, 2015 1,560 $ 22.15 Granted 611 $ 26.97 Vested (778) $ 16.28 Forfeited/expired (14) $ 24.42 Non-vested, October 31, 2015 1,379 $ 27.57 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Summary of Marketable Securities | As of October 31, 2015, marketable securities consisted of the following: Trading (1)(2) Available-for-Sale (2) Total (in thousands) Mutual funds $ 144,905 $ — $ 144,905 Corporate bonds — 2,003 2,003 Total 144,905 2,003 146,908 Less: current portion of marketable securities (10,106 ) (2,003 ) (12,109 ) Non-current marketable securities $ 134,799 $ — $ 134,799 As of April 30, 2015, marketable securities consisted of the following: Trading (1)(2) Available-for-Sale (2) Total (in thousands) Mutual funds $ 131,399 $ — $ 131,399 Corporate bonds — 13,177 13,177 Total 131,399 13,177 144,576 Less: current portion of marketable securities (12,580 ) (13,177 ) (25,757 ) Non-current marketable securities $ 118,819 $ — $ 118,819 (1) These investments are held in trust for settlement of the Company’s vested and unvested obligations of $140.9 million and $129.1 million as of October 31, 2015 and April 30, 2015, respectively, under the ECAP (see Note 6 — Deferred Compensation and Retirement Plans (2) The Company’s financial assets measured at fair value on a recurring basis include trading securities classified as Level 1 and available-for-sale securities classified as Level 2. As of October 31, 2015 and April 30, 2015, the Company had no investments classified as Level 3. |
Amortized Cost and Fair Values of Marketable Securities Classified as Available-For-Sale Investments | The amortized cost and fair values of marketable securities classified as available-for-sale investments were as follows: October 31, 2015 Amortized Gross Gross Estimated (in thousands) Corporate bonds $ 2,003 $ — $ — $ 2,003 April 30, 2015 Amortized Gross Gross Estimated (in thousands) Corporate bonds $ 13,167 $ 11 $ (1 ) $ 13,177 (1) There are no marketable securities that have been in a continuous unrealized loss position for 12 months or more. |
Deferred Compensation and Ret21
Deferred Compensation and Retirement Plans (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Deferred Compensation Plans | |
Components Of Net Periodic Benefit Costs | The components of net periodic benefit costs are as follows: Three Months Ended October 31, Six Months Ended October 31, 2015 2014 2015 2014 (in thousands) Amortization of actuarial loss $ 731 $ 762 $ 1,462 $ 1,525 Interest cost 703 748 1,406 1,495 Net periodic benefit costs $ 1,434 $ 1,510 $ 2,868 $ 3,020 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Financial Highlights By Business Segment | Financial highlights by business segment are as follows: Three Months Ended October 31, 2015 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 92,788 $ 36,570 $ 20,998 $ 6,116 $ 156,472 $ 73,602 $ 50,526 $ — $ 280,600 Total revenue $ 96,198 $ 37,509 $ 21,617 $ 6,118 $ 161,442 $ 75,991 $ 53,906 $ — $ 291,339 Net income $ 17,971 Other loss, net 2,646 Interest expense, net 544 Equity in earnings of unconsolidated subsidiaries, net (540 ) Income tax provision 8,392 Operating income (loss) $ 27,422 $ 6,929 $ 3,907 $ 970 $ 39,228 $ 7,778 $ 6,896 $ (24,889 ) $ 29,013 Depreciation and amortization 832 232 223 73 1,360 3,588 578 1,654 7,180 Other (loss) income, net (127 ) 7 (6 ) 33 (93 ) (17 ) 8 (2,544 ) (2,646 ) Equity in earnings of unconsolidated subsidiaries, net 140 — — — 140 — — 400 540 EBITDA 28,267 7,168 4,124 1,076 40,635 11,349 7,482 (25,379 ) 34,087 Integration/acquisition costs — — — — — 3,310 — 8,684 11,994 Adjusted EBITDA $ 28,267 $ 7,168 $ 4,124 $ 1,076 $ 40,635 $ 14,659 $ 7,482 $ (16,695 ) $ 46,081 Three Months Ended October 31, 2014 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 82,729 $ 36,675 $ 21,157 $ 8,369 $ 148,930 $ 66,408 $ 40,364 $ — $ 255,702 Total revenue $ 86,252 $ 38,054 $ 21,716 $ 8,383 $ 154,405 $ 68,477 $ 41,835 $ — $ 264,717 Net income $ 25,403 Other income, net (2,362 ) Interest expense, net 920 Equity in earnings of unconsolidated subsidiaries, net (452 ) Income tax provision 10,907 Operating income (loss) $ 19,117 $ 5,621 $ 3,424 $ 1,699 $ 29,861 $ 7,762 $ 5,150 $ (8,357 ) $ 34,416 Depreciation and amortization 891 446 261 85 1,683 3,279 459 1,358 6,779 Other income (loss), net 194 (1 ) 149 13 355 (172 ) 25 2,154 2,362 Equity in earnings of unconsolidated subsidiaries, net 110 — — — 110 — — 342 452 EBITDA 20,312 6,066 3,834 1,797 32,009 10,869 5,634 (4,503 ) 44,009 Adjusted EBITDA $ 20,312 $ 6,066 $ 3,834 $ 1,797 $ 32,009 $ 10,869 $ 5,634 $ (4,503 ) $ 44,009 Six Months Ended October 31, 2015 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 183,147 $ 72,660 $ 40,213 $ 12,542 $ 308,562 $ 142,842 $ 96,590 $ — $ 547,994 Total revenue $ 190,597 $ 74,680 $ 41,607 $ 12,550 $ 319,434 $ 147,432 $ 103,808 $ — $ 570,674 Net income $ 41,053 Other loss, net 2,720 Interest expense, net 843 Equity in earnings of unconsolidated subsidiaries, net (1,265 ) Income tax provision 18,566 Operating income (loss) $ 51,567 $ 13,205 $ 6,893 $ 2,478 $ 74,143 $ 15,273 $ 13,085 $ (40,584 ) $ 61,917 Depreciation and amortization 1,659 597 469 151 2,876 7,336 1,163 3,228 14,603 Other (loss) income, net (95 ) 150 12 272 339 (880 ) 8 (2,187 ) (2,720 ) Equity in earnings of unconsolidated subsidiaries, net 226 — — — 226 — — 1,039 1,265 EBITDA 53,357 13,952 7,374 2,901 77,584 21,729 14,256 (38,504 ) 75,065 Integration/acquisition costs — — — — — 3,639 — 9,029 12,668 Adjusted EBITDA $ 53,357 $ 13,952 $ 7,374 $ 2,901 $ 77,584 $ 25,368 $ 14,256 $ (29,475 ) $ 87,733 Six Months Ended October 31, 2014 Executive Recruitment LTC Futurestep Corporate Consolidated North EMEA Asia South Subtotal (in thousands) Fee revenue $ 165,029 $ 76,972 $ 40,691 $ 14,653 $ 297,345 $ 129,956 $ 79,589 $ — $ 506,890 Total revenue $ 172,334 $ 79,483 $ 42,085 $ 14,692 $ 308,594 $ 133,897 $ 82,551 $ — $ 525,042 Net income $ 39,936 Other income, net (4,539 ) Interest expense, net 1,714 Equity in earnings of unconsolidated subsidiaries, net (918 ) Income tax provision 16,816 Operating income (loss) $ 38,115 $ 8,264 $ 5,946 $ 1,772 $ 54,097 $ 11,222 $ 8,607 $ (20,917 ) $ 53,009 Depreciation and amortization 1,795 935 555 170 3,455 6,531 905 2,658 13,549 Other income, net 323 45 258 46 672 45 23 3,799 4,539 Equity in earnings of unconsolidated subsidiaries, net 178 — — — 178 — — 740 918 EBITDA 40,411 9,244 6,759 1,988 58,402 17,798 9,535 (13,720 ) 72,015 Restructuring charges, net 1,151 3,987 17 377 5,532 2,758 1,424 172 9,886 Adjusted EBITDA $ 41,562 $ 13,231 $ 6,776 $ 2,365 $ 63,934 $ 20,556 $ 10,959 $ (13,548 ) $ 81,901 |
Organization and Summary of S23
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 31, 2015USD ($)CountryOffice | Oct. 31, 2014USD ($) | Oct. 31, 2015USD ($)CountryOffice | Oct. 31, 2014USD ($) | Apr. 30, 2015USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of offices | Office | 78 | 78 | |||
Number of countries in which entity operates | Country | 37 | 37 | |||
Investments in affiliated companies maximum | 50.00% | 50.00% | |||
Deferred revenue | $ 40,600,000 | $ 40,600,000 | $ 40,500,000 | ||
Cash equivalents | 148,600,000 | 148,600,000 | 260,600,000 | ||
Realized loss of other-than-temporary impairment | 0 | $ 0 | 0 | $ 0 | |
Impairment of goodwill | 0 | 0 | |||
Impairment of intangible assets | 0 | $ 0 | |||
Performance related bonus expenses | $ 44,600,000 | $ 45,300,000 | 87,000,000 | 84,300,000 | |
(Decrease) increase in performance related bonus expenses | (600,000) | (300,000) | |||
Performance related bonus after reduction in the previous year estimate | $ 86,400,000 | $ 84,000,000 | |||
Minimum | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets estimated useful lives | 1 year | ||||
Maximum | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets estimated useful lives | 24 years |
Basic and Diluted Earnings Pe24
Basic and Diluted Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended |
Oct. 31, 2015 | Oct. 31, 2015 | |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, shares | 0.5 | 0.5 |
Basic and Diluted Earnings pe25
Basic and Diluted Earnings per Common Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Earnings Per Share Disclosure [Line Items] | ||||
Net income | $ 17,971 | $ 25,403 | $ 41,053 | $ 39,936 |
Less: distributed and undistributed earnings to nonvested restricted stockholders | 167 | 390 | ||
Basic net earnings attributable to common stockholders | 17,804 | 25,403 | 40,663 | 39,936 |
Add: undistributed earnings to nonvested restricted stockholders | 118 | 292 | ||
Less: reallocation of undistributed earnings to nonvested restricted stockholders | 117 | 289 | ||
Diluted net earnings attributable to common stockholders | $ 17,805 | $ 25,403 | $ 40,666 | $ 39,936 |
Basic weighted-average number of common shares outstanding | 49,981 | 49,082 | 49,737 | 48,893 |
Diluted weighted-average number of common shares outstanding | 50,362 | 49,740 | 50,233 | 49,720 |
Basic earnings per share | $ 0.36 | $ 0.52 | $ 0.82 | $ 0.82 |
Diluted earnings per share | $ 0.35 | $ 0.51 | $ 0.81 | $ 0.80 |
ESPP | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Stock | 2 | 5 | ||
Restricted Stock | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Stock | 330 | 554 | 433 | 710 |
Stock Options | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Stock | 49 | 104 | 58 | 117 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Foreign currency translation adjustments | $ (37,902) | $ (20,919) | ||||
Deferred compensation and pension plan adjustments, net of tax | (18,813) | (19,708) | ||||
Unrealized gains on marketable securities, net of tax | 4 | |||||
Accumulated other comprehensive loss, net | $ (56,715) | $ (55,812) | $ (40,623) | $ (17,671) | $ (5,587) | $ (2,388) |
Changes in Each Component of Ac
Changes in Each Component of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated other comprehensive income (loss), beginning balance | $ (55,812) | $ (5,587) | $ (40,623) | $ (2,388) | ||||
Unrealized (losses) gains arising during the period | (1,351) | (12,551) | (16,987) | (16,237) | ||||
Reclassification of realized net losses (gains) to net income | 448 | 467 | 895 | 954 | ||||
Accumulated other comprehensive income (loss), ending balance | (56,715) | (17,671) | (56,715) | (17,671) | ||||
Accumulated Translation Adjustment | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated other comprehensive income (loss), beginning balance | (36,551) | 11,924 | (20,919) | 15,604 | ||||
Unrealized (losses) gains arising during the period | (1,351) | (12,555) | (16,983) | (16,235) | ||||
Accumulated other comprehensive income (loss), ending balance | (37,902) | (631) | (37,902) | (631) | ||||
Accumulated Defined Benefit Plans Adjustment | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated other comprehensive income (loss), beginning balance | (19,261) | [1] | (17,519) | [2] | (19,708) | [1] | (18,006) | [2] |
Reclassification of realized net losses (gains) to net income | 448 | [1] | 467 | [2] | 895 | [1] | 954 | [2] |
Accumulated other comprehensive income (loss), ending balance | $ (18,813) | [1] | (17,052) | [2] | (18,813) | [1] | (17,052) | [2] |
Accumulated Net Unrealized Investment Gain (Loss) | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated other comprehensive income (loss), beginning balance | 8 | 4 | 14 | |||||
Unrealized (losses) gains arising during the period | 4 | $ (4) | (2) | |||||
Accumulated other comprehensive income (loss), ending balance | $ 12 | $ 12 | ||||||
[1] | The tax effects on the reclassifications of realized net losses was $0.3 million and $0.6 million for the three and six months ended October 31, 2015, respectively. | |||||||
[2] | The tax effects on the reclassifications of realized net losses was $0.3 million and $0.6 million for the three and six months ended October 31, 2014, respectively. |
Changes in Each Component of 28
Changes in Each Component of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Tax effects on reclassifications of realized net losses | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Components of Stock-Based Compe
Components of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 5,322 | $ 3,640 | $ 9,013 | $ 6,959 |
Tax benefit from stock-based compensation expense | (1,714) | (1,114) | (2,868) | (2,096) |
Total stock-based compensation expense, net of tax | 3,608 | 2,526 | 6,145 | 4,863 |
Restricted Stock | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense, pre-tax | 5,178 | 3,617 | 8,732 | 6,869 |
Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 23 | 17 | $ 90 | |
ESPP | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 144 | $ 264 |
Employee Stock Plans - Addition
Employee Stock Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option grants | 0 | 0 | 0 | 0 |
Common stock repurchased, value | $ 6,596,000 | $ 3,748,000 | ||
Shares repurchased during the period | 0 | 0 | 0 | 0 |
Time Based Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Time Based Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Market Based Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Shares outstanding | 300,000 | 300,000 | ||
Total unrecognized compensation cost related to non-vested awards | $ 7,600,000 | $ 7,600,000 | ||
Performance Based Restricted Stock Unit | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Shares outstanding | 200,000 | 200,000 | ||
Total unrecognized compensation cost related to non-vested awards | $ 1,500,000 | $ 1,500,000 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from issuance of common stock upon exercise of employee stock options | $ 100,000 | $ 400,000 | $ 1,200,000 | $ 1,900,000 |
Stock Options | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued for stock options exercised | 9,070 | 24,308 | 80,498 | 109,629 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost related to non-vested awards | $ 28,000,000 | $ 28,000,000 | ||
Expected cost recognized over weighted-average period | 2 years 6 months | |||
Shares repurchased during the period to pay for taxes | 660 | 662 | 188,764 | 126,083 |
Common stock repurchased, value | $ 100,000 | $ 100,000 | $ 6,596,000 | $ 3,748,000 |
Stock Incentive Plan 2008 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares reserved for issuance | 5,700,000 | 5,700,000 | ||
Issuance of full-value stock awards limitation, required ratio to stock options | 1.91 | 1.91 | ||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares reserved for issuance | 3,000,000 | 3,000,000 | ||
Authorized payroll deductions | 15.00% | 15.00% | ||
Authorized payroll deductions, value | $ 25,000 | |||
Fair market price of common stock | 85.00% | |||
Shares available for future issuance | 1,600,000 | 1,600,000 | ||
Employees stock purchased | 44,334 | |||
Employees stock purchased, price per share | $ 29.55 |
Stock Options Transactions (Det
Stock Options Transactions (Detail) - Stock Options $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Oct. 31, 2015USD ($)$ / sharesshares | |
Options | |
Outstanding, April 30, 2015 | shares | 202 |
Exercised | shares | (81) |
Forfeited/expired. | shares | (5) |
Outstanding, October 31, 2015 | shares | 116 |
Exercisable, October 31, 2015 | shares | 116 |
Weighted Average Exercise Price | |
Outstanding, April 30, 2015 | $ / shares | $ 15.45 |
Exercised | $ / shares | 15.26 |
Forfeited/expired. | $ / shares | 17.97 |
Outstanding, October 31, 2015 | $ / shares | 15.53 |
Exercisable, October 31, 2015 | $ / shares | $ 15.53 |
Weighted-Average Remaining Contractual Life (In Years) | |
Outstanding, October 31, 2015 | 1 year 5 months 16 days |
Exercisable, October 31, 2015 | 1 year 5 months 16 days |
Aggregate Intrinsic Value | |
Outstanding, October 31, 2015 | $ | $ 2,416 |
Exercisable, October 31, 2015 | $ | $ 2,416 |
Additional Information Pertaini
Additional Information Pertaining to Stock Options (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of stock options vested | $ 10 | $ 96 | $ 334 | |
Total intrinsic value of stock options exercised | $ 198 | $ 332 | $ 1,558 | $ 1,371 |
Restricted Stock Activity (Deta
Restricted Stock Activity (Detail) - Restricted Stock shares in Thousands | 6 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Non-vested, April 30, 2015 | shares | 1,560 |
Shares, Granted | shares | 611 |
Shares, Vested | shares | (778) |
Shares, Forfeited/expired | shares | (14) |
Shares, Non-vested, October 31, 2015 | shares | 1,379 |
Weighted-Average Grant Date Fair Value, Non-vested, April 30, 2015 | $ / shares | $ 22.15 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 26.97 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 16.28 |
Weighted-Average Grant Date Fair Value, Forfeited/expired | $ / shares | 24.42 |
Weighted-Average Grant Date Fair Value, Non-vested, October 31, 2015 | $ / shares | $ 27.57 |
Summary of Marketable Securitie
Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Apr. 30, 2015 | |
Schedule Of Marketable Securities [Line Items] | |||
Trading | [1],[2] | $ 144,905 | $ 131,399 |
Less: current portion of marketable securities | [1],[2] | (10,106) | (12,580) |
Non-current marketable securities | [1],[2] | 134,799 | 118,819 |
Available-for-Sale | [1] | 2,003 | 13,177 |
Less: current portion of marketable securities | [1] | (2,003) | (13,177) |
Non-current marketable securities | [1] | 0 | 0 |
Total | 146,908 | 144,576 | |
Less: current portion of marketable securities | (12,109) | (25,757) | |
Non-current marketable securities | 134,799 | 118,819 | |
Mutual Funds | |||
Schedule Of Marketable Securities [Line Items] | |||
Trading | [1],[2] | 144,905 | 131,399 |
Total | 144,905 | 131,399 | |
Corporate Bonds | |||
Schedule Of Marketable Securities [Line Items] | |||
Available-for-Sale | [1] | 2,003 | 13,177 |
Total | $ 2,003 | $ 13,177 | |
[1] | The Company's financial assets measured at fair value on a recurring basis include trading securities classified as Level 1 and available-for-sale securities classified as Level 2. As of October 31, 2015 and April 30, 2015, the Company had no investments classified as Level 3. | ||
[2] | These investments are held in trust for settlement of the Company's vested and unvested obligations of $140.9 million and $129.1 million as of October 31, 2015 and April 30, 2015, respectively, under the ECAP (see Note 6 - Deferred Compensation and Retirement Plans). During the three and six months ended October 31, 2015, the fair value of the investments decreased; therefore, the Company recognized a loss of $2.5 million and $1.8 million, respectively, which was recorded in other (loss) income, net. During the three and six months ended October 31, 2014, the fair value of the investments increased; therefore, the Company recognized income of $2.5 million and $4.5 million, respectively, which was recorded in other (loss) income, net. |
Summary of Marketable Securit35
Summary of Marketable Securities (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 | |
Schedule Of Marketable Securities [Line Items] | |||||
Obligations for which assets are held in trust | $ 140,900 | $ 140,900 | $ 129,100 | ||
Gain (loss) on marketable securities | $ (2,500) | $ 2,500 | $ (1,818) | $ 4,527 |
Amortized Cost and Fair Values
Amortized Cost and Fair Values of Marketable Securities Classified as Available-For-Sale Investments (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Apr. 30, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Estimated Fair Value | [1] | $ 2,003 | $ 13,177 |
Corporate Bonds | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized Cost | 2,003 | 13,167 | |
Gross Unrealized Gains | 11 | ||
Gross Unrealized Losses | [2] | (1) | |
Estimated Fair Value | [1] | $ 2,003 | $ 13,177 |
[1] | The Company's financial assets measured at fair value on a recurring basis include trading securities classified as Level 1 and available-for-sale securities classified as Level 2. As of October 31, 2015 and April 30, 2015, the Company had no investments classified as Level 3. | ||
[2] | There are no marketable securities that have been in a continuous unrealized loss position for 12 months or more. |
Amortized Cost and Fair Value37
Amortized Cost and Fair Values of Marketable Securities Classified as Available-For-Sale Investments (Parenthetical) (Detail) - USD ($) | Oct. 31, 2015 | Apr. 30, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities that have been in a continuous unrealized loss position for 12 months or more | $ 0 | $ 0 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 | ||
Schedule Of Marketable Securities [Line Items] | ||||||
Proceeds from maturities of available-for-sale securities | $ 8,100,000 | $ 0 | $ 11,100,000 | $ 2,000,000 | ||
Trading securities | [1],[2] | 144,905,000 | 144,905,000 | $ 131,399,000 | ||
Gross unrealized gains | 5,300,000 | 5,300,000 | 8,300,000 | |||
Gross unrealized losses | $ 900,000 | $ 900,000 | $ 200,000 | |||
Minimum | ||||||
Schedule Of Marketable Securities [Line Items] | ||||||
Available-for-sale marketable securities, remaining maturities | 1 month | |||||
Maximum | ||||||
Schedule Of Marketable Securities [Line Items] | ||||||
Available-for-sale marketable securities, remaining maturities | 2 months | |||||
[1] | The Company's financial assets measured at fair value on a recurring basis include trading securities classified as Level 1 and available-for-sale securities classified as Level 2. As of October 31, 2015 and April 30, 2015, the Company had no investments classified as Level 3. | |||||
[2] | These investments are held in trust for settlement of the Company's vested and unvested obligations of $140.9 million and $129.1 million as of October 31, 2015 and April 30, 2015, respectively, under the ECAP (see Note 6 - Deferred Compensation and Retirement Plans). During the three and six months ended October 31, 2015, the fair value of the investments decreased; therefore, the Company recognized a loss of $2.5 million and $1.8 million, respectively, which was recorded in other (loss) income, net. During the three and six months ended October 31, 2014, the fair value of the investments increased; therefore, the Company recognized income of $2.5 million and $4.5 million, respectively, which was recorded in other (loss) income, net. |
Components of Net Periodic Bene
Components of Net Periodic Benefit Costs (Detail) - Deferred Compensation Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization of actuarial loss | $ 731 | $ 762 | $ 1,462 | $ 1,525 |
Interest cost | 703 | 748 | 1,406 | 1,495 |
Net periodic benefit costs | $ 1,434 | $ 1,510 | $ 2,868 | $ 3,020 |
Deferred Compensation and Ret40
Deferred Compensation and Retirement Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Increase in market value of the underlying COLI investments | $ 3,295,000 | $ 5,494,000 | |||
Gain (loss) on marketable securities | $ (2,500,000) | $ 2,500,000 | (1,818,000) | 4,527,000 | |
CSV of Coli Contracts | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Gross CSV | 173,900,000 | 173,900,000 | $ 172,300,000 | ||
Outstanding policy loans | 68,500,000 | 68,500,000 | $ 69,600,000 | ||
Increase in market value of the underlying COLI investments | 800,000 | 2,200,000 | 3,295,000 | 5,494,000 | |
Executive Capital Accumulation Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Company's contributions | 20,000,000 | 17,400,000 | $ 22,000,000 | $ 18,600,000 | |
Deferred compensation arrangement vesting period | 4 years | 4 years | |||
(Loss) gain on investment in the deferred compensation plan | $ (1,600,000) | $ 1,000,000 | $ (900,000) | $ 2,700,000 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 6 Months Ended |
Oct. 31, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of business segments | 3 |
Business Segments (Detail)
Business Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||
Fee revenue | $ 280,600 | $ 255,702 | $ 547,994 | $ 506,890 |
Total revenue | 291,339 | 264,717 | 570,674 | 525,042 |
Net income | 17,971 | 25,403 | 41,053 | 39,936 |
Other loss (income), net | 2,646 | (2,362) | 2,720 | (4,539) |
Interest (income) expense, net | 544 | 920 | 843 | 1,714 |
Equity in earnings of unconsolidated subsidiaries, net | (540) | (452) | (1,265) | (918) |
Income tax provision | 8,392 | 10,907 | 18,566 | 16,816 |
Operating income (loss) | 29,013 | 34,416 | 61,917 | 53,009 |
Depreciation and amortization | 7,180 | 6,779 | 14,603 | 13,549 |
Other (loss) income, net | (2,646) | 2,362 | (2,720) | 4,539 |
Equity in earnings of unconsolidated subsidiaries, net | 540 | 452 | 1,265 | 918 |
EBITDA | 34,087 | 44,009 | 75,065 | 72,015 |
Integration/acquisition costs | 11,994 | 12,668 | ||
Restructuring charges, net | 9,886 | |||
Adjusted EBITDA | 46,081 | 44,009 | 87,733 | 81,901 |
Operating Segments | Executive Recruitment | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 156,472 | 148,930 | 308,562 | 297,345 |
Total revenue | 161,442 | 154,405 | 319,434 | 308,594 |
Operating income (loss) | 39,228 | 29,861 | 74,143 | 54,097 |
Depreciation and amortization | 1,360 | 1,683 | 2,876 | 3,455 |
Other (loss) income, net | (93) | 355 | 339 | 672 |
Equity in earnings of unconsolidated subsidiaries, net | 140 | 110 | 226 | 178 |
EBITDA | 40,635 | 32,009 | 77,584 | 58,402 |
Restructuring charges, net | 5,532 | |||
Adjusted EBITDA | 40,635 | 32,009 | 77,584 | 63,934 |
Operating Segments | Executive Recruitment | North America | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 92,788 | 82,729 | 183,147 | 165,029 |
Total revenue | 96,198 | 86,252 | 190,597 | 172,334 |
Operating income (loss) | 27,422 | 19,117 | 51,567 | 38,115 |
Depreciation and amortization | 832 | 891 | 1,659 | 1,795 |
Other (loss) income, net | (127) | 194 | (95) | 323 |
Equity in earnings of unconsolidated subsidiaries, net | 140 | 110 | 226 | 178 |
EBITDA | 28,267 | 20,312 | 53,357 | 40,411 |
Restructuring charges, net | 1,151 | |||
Adjusted EBITDA | 28,267 | 20,312 | 53,357 | 41,562 |
Operating Segments | Executive Recruitment | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 36,570 | 36,675 | 72,660 | 76,972 |
Total revenue | 37,509 | 38,054 | 74,680 | 79,483 |
Operating income (loss) | 6,929 | 5,621 | 13,205 | 8,264 |
Depreciation and amortization | 232 | 446 | 597 | 935 |
Other (loss) income, net | 7 | (1) | 150 | 45 |
EBITDA | 7,168 | 6,066 | 13,952 | 9,244 |
Restructuring charges, net | 3,987 | |||
Adjusted EBITDA | 7,168 | 6,066 | 13,952 | 13,231 |
Operating Segments | Executive Recruitment | Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 20,998 | 21,157 | 40,213 | 40,691 |
Total revenue | 21,617 | 21,716 | 41,607 | 42,085 |
Operating income (loss) | 3,907 | 3,424 | 6,893 | 5,946 |
Depreciation and amortization | 223 | 261 | 469 | 555 |
Other (loss) income, net | (6) | 149 | 12 | 258 |
EBITDA | 4,124 | 3,834 | 7,374 | 6,759 |
Restructuring charges, net | 17 | |||
Adjusted EBITDA | 4,124 | 3,834 | 7,374 | 6,776 |
Operating Segments | Executive Recruitment | South America | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 6,116 | 8,369 | 12,542 | 14,653 |
Total revenue | 6,118 | 8,383 | 12,550 | 14,692 |
Operating income (loss) | 970 | 1,699 | 2,478 | 1,772 |
Depreciation and amortization | 73 | 85 | 151 | 170 |
Other (loss) income, net | 33 | 13 | 272 | 46 |
EBITDA | 1,076 | 1,797 | 2,901 | 1,988 |
Restructuring charges, net | 377 | |||
Adjusted EBITDA | 1,076 | 1,797 | 2,901 | 2,365 |
Operating Segments | LTC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 73,602 | 66,408 | 142,842 | 129,956 |
Total revenue | 75,991 | 68,477 | 147,432 | 133,897 |
Operating income (loss) | 7,778 | 7,762 | 15,273 | 11,222 |
Depreciation and amortization | 3,588 | 3,279 | 7,336 | 6,531 |
Other (loss) income, net | (17) | (172) | (880) | 45 |
EBITDA | 11,349 | 10,869 | 21,729 | 17,798 |
Integration/acquisition costs | 3,310 | 3,639 | ||
Restructuring charges, net | 2,758 | |||
Adjusted EBITDA | 14,659 | 10,869 | 25,368 | 20,556 |
Operating Segments | Futurestep | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 50,526 | 40,364 | 96,590 | 79,589 |
Total revenue | 53,906 | 41,835 | 103,808 | 82,551 |
Operating income (loss) | 6,896 | 5,150 | 13,085 | 8,607 |
Depreciation and amortization | 578 | 459 | 1,163 | 905 |
Other (loss) income, net | 8 | 25 | 8 | 23 |
EBITDA | 7,482 | 5,634 | 14,256 | 9,535 |
Restructuring charges, net | 1,424 | |||
Adjusted EBITDA | 7,482 | 5,634 | 14,256 | 10,959 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (24,889) | (8,357) | (40,584) | (20,917) |
Depreciation and amortization | 1,654 | 1,358 | 3,228 | 2,658 |
Other (loss) income, net | (2,544) | 2,154 | (2,187) | 3,799 |
Equity in earnings of unconsolidated subsidiaries, net | 400 | 342 | 1,039 | 740 |
EBITDA | (25,379) | (4,503) | (38,504) | (13,720) |
Integration/acquisition costs | 8,684 | 9,029 | ||
Restructuring charges, net | 172 | |||
Adjusted EBITDA | $ (16,695) | $ (4,503) | $ (29,475) | $ (13,548) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Sep. 23, 2015 | Oct. 31, 2015 | Jun. 03, 2015 | Apr. 30, 2015 |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 0 | $ 0 | ||
Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt arrangement | 2,900,000 | 2,800,000 | ||
Amendment No. 3, Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Adjusted EBITDA | $ 100,000,000 | |||
Value of common shares repurchases permitted, dividends paid and permitted acquisitions for any fiscal year | 135,000,000 | |||
Value of common shares repurchases permitted and dividends paid for any fiscal year | $ 85,000,000 | |||
Amendment No. 3, Credit Agreement | Minimum | ||||
Debt Instrument [Line Items] | ||||
Quarterly fee on average daily unused amount of Credit Facilities | 0.25% | |||
Amendment No. 3, Credit Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Quarterly fee on average daily unused amount of Credit Facilities | 0.40% | |||
Amendment No. 3, Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable interest rate | 1.125% | |||
Amendment No. 3, Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable interest rate | 1.875% | |||
Amendment No. 3, Credit Agreement | Base Rate Loans | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable interest rate | 0.125% | |||
Amendment No. 3, Credit Agreement | Base Rate Loans | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable interest rate | 0.875% | |||
Amendment No. 3, Credit Agreement | Term Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | |||
Amendment No. 3, Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||
Line of credit facility, extended maturity date | Sep. 23, 2020 | |||
Amendment No. 2, Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Adjusted EBITDA | $ 70,000,000 | |||
Value of common shares repurchases permitted, dividends paid and permitted acquisitions for any fiscal year | 125,000,000 | |||
Value of common shares repurchases permitted and dividends paid for any fiscal year | 75,000,000 | |||
Amendment No. 2, Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | |||
Other Financial Institutions | Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt arrangement | $ 1,400,000 | $ 1,600,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Dec. 08, 2015 | Dec. 01, 2015 | Nov. 23, 2015 | Oct. 31, 2015 | Apr. 30, 2015 |
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Subsequent Event | HG Bermuda | |||||
Subsequent Event [Line Items] | |||||
Business combination, aggregate purchase price | $ 493,000,000 | ||||
Business acquisition purchase price | $ 275,000,000 | ||||
Business combination, Consideration Shares | 5,922,136 | ||||
Business combination, Consideration Shares value | $ 218,000,000 | ||||
Consecutive trading days | 20 days | ||||
Common stock, par value | $ 0.01 | ||||
Term loan facility initial interest rate | 1.34% | ||||
Business combination, committed to retention pool for certain employees | $ 40,000,000 | ||||
Subsequent Event | HG Bermuda | Payable within 45 days after November 30, 2017 | |||||
Subsequent Event [Line Items] | |||||
Business combination, committed to retention pool for certain employees | 50.00% | ||||
Subsequent Event | HG Bermuda | Payable within 45 days after November 30, 2018 | |||||
Subsequent Event [Line Items] | |||||
Business combination, committed to retention pool for certain employees | 50.00% | ||||
Subsequent Event | HG Bermuda | Indemnity Escrow Shares at Closing | |||||
Subsequent Event [Line Items] | |||||
Business combination, Consideration Shares | 835,011 | ||||
Subsequent Event | HG Bermuda | Volume Weighted Average Price | |||||
Subsequent Event [Line Items] | |||||
Business combination, Consideration Shares value | $ 200,000,000 | ||||
Subsequent Event | HG Bermuda | Maximum | Payable within one year | |||||
Subsequent Event [Line Items] | |||||
Business combination, committed to retention pool for certain employees | 5,000,000 | ||||
Subsequent Event | HG Bermuda | Foreign Location | |||||
Subsequent Event [Line Items] | |||||
Business acquisition purchase price | $ 54,000,000 | ||||
Subsequent Event | HG Bermuda | Term Facility | |||||
Subsequent Event [Line Items] | |||||
Senior unsecured loan, aggregate principal amount | $ 150,000,000 | ||||
Line of credit facility, extended maturity date | Sep. 23, 2020 | ||||
Installment payable beginning date | Jan. 1, 2016 | ||||
Subsequent Event | Dividend Declared | |||||
Subsequent Event [Line Items] | |||||
Dividends payable, declared date | Dec. 8, 2015 | ||||
Dividends payable, per share amount | $ 0.10 | ||||
Dividends payable, payable date | Jan. 15, 2016 | ||||
Dividends declared, record date | Dec. 21, 2015 |