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FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from_______ to
Commission File Number 0-15539
-------
RIGHT MANAGEMENT CONSULTANTS, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2153729
- ------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1818 Market Street, Philadelphia, Pennsylvania 19103
---------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 988-1588
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
-----
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
-----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of August 1, 2003:
Common Stock, $0.01 par value 22,781,154
----------------------------- ----------
Class Number of Shares
Right Management Consultants, Inc.
Condensed Consolidated Balance Sheets
(Dollars in Thousands Except Share Data)
(Unaudited)
June 30, December 31,
2003 2002
----- -----
Assets
Current Assets:
Cash and cash equivalents $ 19,323 $ 33,886
Accounts receivable, trade, net of allowance for doubtful accounts
of $3,290 and $3,283 in 2003 and 2002, respectively 78,342 86,972
Royalties and fees receivable from Affiliates 6,976 6,523
Prepaid expenses and other current assets 12,835 9,235
Deferred income taxes 1,842 1,692
--------------- -------------
Total Current Assets 119,318 138,308
Property and equipment, net of accumulated depreciation of $63,821 38,167 38,988
and $55,082 in 2003 and 2002, respectively
Goodwill, net of accumulated amortization of $23,449 and
$22,277 in 2003 and 2002, respectively 243,443 225,401
Amortizable intangibles, net of accumulated amortization of $8,419
and $5,308 in 2003 and 2002, respectively 21,616 21,733
Deferred income taxes 3,310 2,444
Other 19,209 16,796
--------------- -------------
Total Assets $ 445,063 $ 443,670
=============== =============
Liabilities and Shareholders' Equity
Current Liabilities:
Current portion of long-term debt and other obligations $ 21,483 $ 22,152
Accounts payable 22,516 37,593
Fees payable to Affiliates 4,491 3,649
Accrued incentive compensation and benefits 8,816 33,768
Other accrued expenses 30,344 30,915
Deferred revenue 59,023 72,757
--------------- -------------
Total Current Liabilities 146,673 200,834
Long-term debt and other obligations, net of current portion 113,041 96,349
Deferred compensation and other long term liabilities 14,911 10,127
Minority interest in subsidiaries 4,180 5,272
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, no par value; 1,000,000 shares authorized; no
shares issued - -
Common stock, $.01 par value; 100,000,000 shares authorized;
27,141,070 and 27,002,858 shares issued in 2003 and 2002, respectively 271 270
Additional paid-in capital 33,045 31,907
Retained earnings 130,567 107,938
Accumulated other comprehensive income 16,280 4,878
--------------- -------------
180,163 144,993
Less treasury stock, at cost, 4,375,134 shares
in 2003 and 2002 (13,905) (13,905)
--------------- -------------
Total Shareholders' Equity 166,258 131,088
--------------- -------------
Total Liabilities and Shareholders' Equity $ 445,063 $ 443,670
=============== =============
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Right Management Consultants, Inc.
Condensed Consolidated Statements of Operations
(Dollars in Thousands Except Earnings per Share Data)
(Unaudited)
Three Months Ended June 30,
2003 2002
---- -----
Revenue:
Company office revenue $ 115,296 $ 124,032
Affiliate royalties 1,604 1,792
------------------- -------------------
Revenue before reimbursed expenses 116,900 125,824
Reimbursed expenses 1,461 1,554
------------------- -------------------
Total revenue 118,361 127,378
------------------- -------------------
Expenses:
Consultants' compensation 43,358 47,702
Office administration 31,332 32,963
Office sales and consulting support 10,888 11,189
Office depreciation 2,676 2,149
General sales and administration 5,951 7,933
Depreciation and amortization 2,274 2,529
------------------- -------------------
Total expenses 96,479 104,465
------------------- -------------------
Income from operations 21,882 22,913
Net interest expense 1,707 1,318
------------------- -------------------
Income before income taxes 20,175 21,595
Provision for income taxes 7,904 10,427
Minority interest in net income of subsidiaries 51 584
------------------- -------------------
Net income $ 12,220 $ 10,584
=================== ===================
Basic earnings per share $ 0.54 $ 0.47
=================== ===================
Diluted earnings per share $ 0.50 $ 0.43
=================== ===================
Basic weighted average shares outstanding 22,726,000 22,614,000
=================== ===================
Diluted weighted average shares outstanding 24,261,000 24,488,000
=================== ===================
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Right Management Consultants, Inc.
Condensed Consolidated Statements of Operations
(Dollars in Thousands Except Earnings per Share Data)
(Unaudited)
Six Months Ended June 30,
---------------------------
2003 2002
---- ----
Revenue:
Company office revenue $ 235,213 $ 219,371
Affiliate royalties 3,151 3,716
--------------------- ---------------------
Revenue before reimbursed expenses 238,364 223,087
Reimbursed expenses 3,456 2,630
--------------------- ---------------------
Total revenue 241,820 225,717
--------------------- ---------------------
Expenses:
Consultants' compensation 90,814 85,760
Office administration 62,878 55,188
Office sales and consulting support 22,111 18,656
Office depreciation 5,213 3,948
General sales and administration 14,386 18,594
Depreciation and amortization 4,834 3,475
--------------------- ---------------------
Total expenses 200,236 185,621
--------------------- ---------------------
Income from operations 41,584 40,096
Net interest expense 2,981 1,885
--------------------- ---------------------
Income before income taxes 38,603 38,211
Provision for income taxes 15,827 17,577
Minority interest in net income of subsidiaries 147 838
--------------------- ---------------------
Net income $ 22,629 $ 19,796
===================== =====================
Basic earnings per share $ 1.00 $ 0.88
===================== =====================
Diluted earnings per share $ 0.93 $ 0.81
===================== =====================
Basic weighted average shares outstanding 22,691,000 22,551,000
===================== =====================
Diluted weighted average shares outstanding 24,235,000 24,354,000
===================== =====================
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Right Management Consultants, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
Six Months Ended June 30,
--------------------------
2003 2002
---- ----
Operating Activities:
Net income $ 22,629 $ 19,796
Adjustments to reconcile net income to net cash
(utilized in) provided by operating activities:
Depreciation and amortization 9,972 7,410
Deferred income taxes (941) 27
Tax benefit from the exercise of stock options 280 867
Minority interest in net income of subsidiaries 147 838
Provision for doubtful accounts 616 1,752
Amortization of debt commitment fees 380 --
Stock option compensation -- 42
Other non-cash items 1,231 (66)
Loss on sale of business 1,043 --
Foreign exchange gains and losses on transactions (2,056) (698)
Changes in operating accounts, net of acquired businesses:
Accounts receivable, trade and from Affiliates 11,190 17,622
Prepaid expenses and other assets (1,901) (359)
Accounts payable (16,570) (1,454)
Accrued incentive compensation, benefits and other expenses (26,599) (18,536)
Fees payable to Affiliates and other liabilities 830 (1,096)
Deferred revenue (15,935) (5,258)
--------- ---------
Net cash (utilized in) provided by operating activities (15,684) 20,887
--------- ---------
Investing Activities:
Purchase of property and equipment (6,279) (8,024)
Acquisitions, net of cash acquired (9,669) (106,519)
Proceeds from sale of business 35 --
Increase in cash surrender value of
company-owned life insurance (894) (586)
--------- ---------
Net cash utilized in investing activities (16,807) (115,129)
--------- ---------
Financing Activities:
Borrowings under credit agreements 30,000 135,432
Payment of long-term debt and other obligations (13,098) (45,806)
Termination value of swap agreements -- 358
Debt commitment fees -- (3,278)
Cash dividends declared and paid to minority interests (407) --
Proceeds from stock issuances 859 1,232
--------- ---------
Net cash provided by financing activities 17,354 87,938
Effect of exchange rate changes on cash and
cash equivalents 574 743
Decrease in cash and cash equivalents (14,563) (5,561)
Cash and cash equivalents, beginning of period 33,886 48,655
--------- ---------
Cash and cash equivalents, end of period $ 19,323 $ 43,094
========= =========
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ----------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnote disclosures necessary for a fair presentation of
consolidated financial position, results of operations and cash flows in
conformity with accounting principles generally accepted in the United States.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. For further information, refer to the financial statements and footnotes
thereto included in Right Management Consultants, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2002.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of Right Management
Consultants, Inc. and its wholly-owned and majority-owned subsidiaries (the
"Company"). All significant intercompany transactions and balances have been
eliminated in consolidation.
Revenue Recognition
- -------------------
The Company recognizes revenue under the provisions of Staff Accounting Bulletin
("SAB") No. 101, "Revenue Recognition in Financial Statements". SAB No. 101
expresses the views of the Securities and Exchange Commission in applying
accounting principles generally accepted in the United States to revenue
recognition for certain transactions. Under SAB No. 101, the Company recognizes
career transition revenue from individual programs on a straight-line basis over
the average length of time for candidates to find jobs based on statistically
valid data for the specific type of program. If statistically valid data is not
available, then the Company recognizes career transition revenue on a
straight-line basis over the nominal life of the agreements. For group programs
and large projects within the career transition line of business, the Company
will defer and recognize revenue over the period within which the contracts are
completed. The difference between the amount billed for career transition
services and the amount recognized as revenue is carried on the Company's
balance sheet as deferred revenue.
For the Company's organizational consulting line of business, SAB No. 101 has
minimal impact on its revenue recognition policy. The Company generally
recognizes consulting contract revenue upon the performance of its obligations
under consulting service contracts.
6
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-based Compensation Arrangements
- -------------------------------------
At June 30, 2003, the Company has two active stock based compensation
plans: the 1993 Stock Incentive Plan and the Directors' Stock Option Plan. The
Company accounts for these plans under the recognition and measurement
principles of Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees" and related interpretations. Under APB No. 25, no
compensation expense is recognized for stock option grants because the exercise
price of the Company's stock options equals the market price of the underlying
stock on the date of the grant. Had compensation cost for these plans been
determined in accordance with Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation", as amended by SAFS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure-
An Amendment of FASB Statement No. 123," the Company's net income and earnings
per share ("EPS") for 2003 and 2002 would have been reduced to the following
pro-forma amounts:
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- ----------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net income - as reported $12,220,000 $10,584,000 $22,629,000 $19,796,000
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of tax (929,000) (546,000) (1,780,000) (1,150,000)
----------- ----------- ----------- -----------
Net income - pro-forma $11,291,000 $10,038,000 $20,849,000 $18,646,000
Basic EPS - as reported $0.54 $0.47 $1.00 $0.88
Basic EPS - pro-forma $0.50 $0.44 $0.92 $0.83
Diluted EPS - as reported $0.50 $0.43 $0.93 $0.81
Diluted EPS - pro-forma $0.47 $0.41 $0.86 $0.77
The fair value of the options was estimated at the date of grant using a
Black-Scholes option pricing model. Grants were assumed to have no dividend
yield. The weighted-average assumptions used for grants in 2003 were a risk-free
interest rate of 3.61%, an expected volatility of 63.95%, and an expected option
life of approximately 7.6 years. The weighted-average assumptions used for
grants in 2002 were a risk-free interest rate of 4.14%, an expected volatility
of 65.0% and an expected option life of 7 years.
Income Taxes
- -------------
The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for
Income Taxes". In accordance with SFAS No. 109, the liability method is used in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between the financial reporting
and tax basis of assets and liabilities and are measured using enacted tax rates
and laws that are expected to be in effect when the difference is reversed.
The income tax rate for the three and six months ended June 30, 2003 was 39% and
41%, respectively, compared to 48% and 46% for the three and six months ended
June 30, 2002, respectively. The decrease reflects lower non-deductible costs in
the current year as compared to 2002, as well as the impact of greater amounts
of income being generated in lower tax jurisdictions in the current year.
As of March 31, 2003 the Company's effective tax rate was 43%. For the second
quarter 2003, the Company reduced its provision for income taxes to 39%. The
impact of the reduced rate contributed $771,000 to net income for the three and
six months ended June 30, 2003 and adjusts the year-to-date 2003 income tax rate
to the projected full year rate of 41%.
7
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
New Accounting Pronouncements
- -----------------------------
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Emerging Issues Task Force Issue No. 00-21 ("EITF Issue No. 00-21"), "Accounting
for Revenue Arrangements with Multiple Deliverables." This issue addresses how
to account for arrangements that may involve the delivery or performance of
multiple products, services and/or right to use assets. The final consensus of
this issue is applicable to agreements entered into in fiscal periods beginning
after June 15, 2003. The Company is currently evaluating the impact that EITF
Issue No. 00-21 may have on its financial position, cash flows and results of
operations.
In January 2003, the FASB issued Financial Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN No. 46"). It clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements" to
certain entities in which the equity investors do not have a controlling
financial interest or do not have sufficient equity at risk. FIN No. 46 is
applicable to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. The effective date for variable interest entities acquired on or before
January 31, 2003 is July 1, 2003. The Company is currently evaluating the impact
of FASB Interpretation No. 46 on its consolidated financial statements.
Reclassifications
- -----------------
Certain amounts have been reclassified in the prior year's Condensed
Consolidated Financial Statements and Notes thereto to conform with the current
year presentation.
NOTE B - ACCUMULATED OTHER COMPREHENSIVE INCOME AND COMPREHENSIVE INCOME
The components of accumulated other comprehensive income (loss) are as follows
(dollars in thousands):
Currency Derivative and
Translation Hedging Instruments
Adjustments Losses Total
----------- ------------------- -----
Balance at December 31, 2002 $ 5,935 $(1,057) $ 4,878
Change in fair value of derivatives
and hedging instruments,
net of tax benefit -- (358) (358)
Currency translation adjustment (1) 11,760 -- 11,760
--------- --------- ---------
Balance at June 30, 2003 $17,695 $(1,415) $16,280
========= ========= =========
(1) For the six months ended June 30, 2003, the currency translation impact on
goodwill was an increase of $11,770,000.
8
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE B - ACCUMULATED OTHER COMPREHENSIVE INCOME AND COMPREHENSIVE INCOME
(Continued)
The earnings associated with the Company's investment in its foreign
subsidiaries are considered to be permanently invested and no provision for U.S.
federal and state income taxes has been made on these foreign currency
translation adjustments. The following table sets forth the Company's
comprehensive income for the three and six months ended June 30, 2003 and 2002:
Dollars in Thousands
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net income $ 12,220 $ 10,584 $ 22,629 $ 19,796
Change in the fair value of derivatives and
hedging instruments, net of tax benefit (246) -- (358) (38)
Termination of derivatives and hedging
instruments -- -- -- 183
Currency translation adjustment 11,762 6,601 11,760 6,827
-------- -------- -------- --------
Comprehensive income $ 23,736 $ 17,185 $ 34,031 $ 26,768
======== ======== ======== ========
NOTE C - ACQUISITIONS
Effective January 1, 2003, the Company acquired for cash and future defined
contingent payments, the remaining 49% interest in its Spanish subsidiary, Right
Glenoit SL, for a total ownership of 100% of this subsidiary. The purchase price
for the 49% interest, including transaction costs, totaled $1,203,000.
Also effective January 1, 2003, the Company acquired certain assets of Aston
Promentor, an organizational consulting firm in Denmark. The purchase price,
including transaction costs, totaled $2,110,000.
Effective April 1, 2003, the Company acquired an additional 46% interest in its
Brazilian subsidiary bringing its total ownership in this subsidiary to 97%. The
purchase price for the 46% interest was a combination of cash and future defined
contingent payments. The upfront cash paid totaled $1,680,000. In April 2003,
the Company borrowed $2,000,000 under its Revolving Loan, the minimum borrowing
amount per the terms of the Credit Agreement, to fund this acquisition and for
working capital purposes.
Also effective April 1, 2003, the Company acquired an additional 25 shares in
its Japanese subsidiary for a total of $423,000. As of June 30, 2003, the
Company's interest in this subsidiary remains at 85%.
These acquisitions were accounted for using the purchase method. The purchase
price allocations for these acquisitions are based upon information available at
this time and are subject to change.
9
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE C - ACQUISITIONS (Continued)
Also during the first quarter of 2003, the Company acquired certain products and
methodologies, recorded by the Company as amortizable intangible assets, with a
value of $650,000 from The Atlanta Consulting Group ("TACG"). The Company
previously had sold and delivered these products and methodologies under a
license agreement with TACG. The Company paid $250,000 in upfront cash for these
assets and the Company will pay an aggregate of $450,000 in two separate future
purchase price installments.
For the six months ended June 30, 2003, earnout payments totaling $461,000 and
purchase price adjustments totaling $3,142,000 were recorded to goodwill. These
additional purchase price adjustments relate to synergies and transaction costs
from acquisitions made in the prior year.
The following table represents the assets acquired and liabilities assumed to
arrive at net cash paid for the acquisitions discussed above, as well as for
earnout payments and other adjustments related to prior acquisitions for the six
months ended June 30, 2003 and 2002. The prior year non-amortizable goodwill and
amortizable intangibles are adjusted for final purchase price allocations.
(Dollars in Thousands)
Six Months Ended June 30,
--------------------------
2003 2002
-------- --------
Assets acquired:
Accounts receivable $ -- $ 19,550
Prepaid expenses and other assets -- 5,739
Fixed assets 88 3,645
Non-amortizable goodwill 7,527 103,638
Amortizable intangibles 1,739 17,600
Additional equity acquired in Spain and Japan 633 1,704
Other non-current assets 28 --
-------- --------
10,015 151,876
Less liabilities acquired:
Current portion of long-term debt -- (143)
Accounts payable and accrued expenses (346) (18,094)
Deferred revenue -- (23,436)
Long-term debt -- (192)
Deferred compensation and other long-term liabilities -- (480)
-------- --------
(346) (42,345)
Less minority shareholder interests in Japan -- (3,012)
-------- --------
Cash paid for acquisitions, net of cash acquired $ 9,669 $ 106,519
======== ========
As of June 30, 2003, the Company estimates that the aggregate amount of future
contingent earnout payments related to completed acquisitions and payable over
the next three years, will range between $5,000,000 and $7,000,000.
10
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE C - ACQUISITIONS (Continued)
The unaudited pro-forma results of operations for the three and six months ended
June 30, 2003 and 2002, reflecting the combined results of the Company and
acquisitions made subsequent to January 1, 2002, as if the acquisitions had been
consummated at the beginning of each period presented, are as follows:
(Dollars and Shares in Thousands Except Earnings Per Share Data)
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
---- ---- ---- ----
(Unaudited) (Unaudited)
Revenue $118,361 $131,355 $241,820 $259,132
======== ======== ======== ========
Income before income taxes $ 20,175 $ 21,435 $ 38,603 $ 38,962
======== ======== ======== ========
Net income $ 12,220 $ 10,324 $ 22,655 $ 19,758
======== ======== ======== ========
Diluted earnings per share $ 0.50 $ 0.42 $ 0.93 $ 0.81
======== ======== ======== ========
Diluted weighted average
number of shares outstanding 24,261 24,488 24,235 24,354
======== ======== ======== ========
NOTE D - SALE OF BUSINESS
Effective January 31, 2003, the Company sold its executive search business in
Norway for a purchase price of approximately $50,000. Also effective in April
2003, the Company sold its executive search business in Sweden for a nominal
purchase price. The pre-tax loss on these sales, included in general sales and
administration on the Condensed Consolidated Statement of Operations for the six
months ended June 30, 2003, was $1,043,000 and includes the write-off of
intangible assets recorded at the time the Company acquired the executive search
businesses and a provision for severance to terminated employees. The Company
does not anticipate making any future material provisions related to the sale of
these businesses.
For the six months ended June 30, 2003 and 2002, the executive search operations
in Norway and Sweden generated revenue of $239,000 and $1,464,000, respectively,
and a net loss of $181,000 and $228,000, respectively.
11
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE E - ACCRUED INCENTIVE COMPENSATION AND BENEFITS
The decrease in accrued incentive compensation and benefits on the Condensed
Consolidated Balance Sheet at June 30, 2003 was a result of incentive payments
made during the first quarter of 2003 that related to 2002 and the Company
exceeding its earnings targets in 2002. The Company borrowed $28,000,000 under
its credit agreement to help fund these incentive payments (see Note F).
NOTE F - DEBT AND OTHER OBLIGATIONS
On March 22, 2002, the Company entered into a Credit Agreement with a syndicate
of banks including Wachovia Securities as Administrative Agent (the "Credit
Agreement"). The Credit Agreement provides for a maximum $180,000,000 of total
borrowings, consisting of a revolving loan commitment of $90,000,000 (the
"Revolving Loan"), and a term loan of $90,000,000 (the "Term Loan").
The Revolving Loan and Term Loan are together referred to herein as the "Loans".
The Loans require the Company to meet certain financial and non-financial
covenants as defined in the Credit Agreement which was filed as exhibit 10.26 in
the Company's Form 10-K for the fiscal year ended December 31, 2001.
Initial proceeds from the Loans of $130,000,000 together with Company cash were
used to finance the acquisition of Coutts Consulting Group ("Coutts") in March
2002 and to repay the Company's outstanding indebtedness of $41,038,000 under
its previous credit agreement that was terminated. The Company may borrow, repay
and re-borrow funds during the five-year term of the Revolving Loan, subject to
the financial covenants of the Credit Agreement. During the first six months of
2003, the Company borrowed $28,000,000 in order to fund incentive payments (See
Note E) and $2,000,000 for the purchase of an additional interest in its
Brazilian subsidiary (See Note C). The Company also made voluntary principal
payments totaling $4,000,000 under the Revolving Loan. As of June 30, 2003,
approximately $2,302,000 remained available under the Revolving Loan. Future
borrowings under this Loan will be used to finance working capital and other
general corporate purposes, including permitted acquisitions. The Term Loan
provides for equal, mandatory principal repayments made quarterly over its
five-year term, and provides for additional voluntary prepayments during its
term as defined in the Credit Agreement. During the first six months of 2003,
the Company made mandatory principal payments totaling $9,000,000 under the Term
Loan. The principal balance outstanding under the Loans as of June 30, 2003 was
$130,500,000, of which $18,000,000 was included in the current portion of long
term debt based on the mandatory principal payments due within one year.
The Loans are secured by a pledge of substantially all of the tangible and
intangible assets of the Company, including the pledge of 100% of the capital
stock of each of the Company's domestic subsidiaries and generally 65% of the
voting equity of the Company's significant foreign subsidiaries. Under the
Credit Agreement, future acquisitions are subject to certain limits and any
acquisition in excess of these limits requires the banks' advance approval. As
of June 30, 2003,
12
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE F - DEBT AND OTHER OBLIGATIONS (Continued)
the remaining annual limit through the end of 2003 for permitted acquisitions
was approximately $27,240,000.
Interest on the Loans is variable and will be determined by London interbank
offered rates (LIBOR) plus a margin ranging from 1.50% to 2.25% based on the
relationship of funded debt to the Company's earnings before interest, taxes,
depreciation and amortization ("EBITDA"), as defined in the Credit Agreement.
Alternatively, the interest on the Loans will be determined by the greater of
prime or the Federal Funds Effective Rate plus one half of 1% plus a margin of
up to 0.75% based on the relationship of funded debt to the Company's EBITDA, as
defined in the Credit Agreement. The weighted average interest rate on the Loans
for the first six months of 2003 was 3.28%.
As of June 30, 2003, $2,845,000 in loan notes to certain sellers of Coutts was
included in the current portion of long-term debt on the Company's Condensed
Consolidated Balance Sheet. The notes are payable in seven years and bear
interest at the rate of 4% per annum. Provisions of these loan notes allow the
note-holders to redeem the notes after six months of the issuance date of the
notes. In order to secure these loan notes, letters of credit were issued to
each of the note-holders. As of June 30, 2003, the notional amount on these
letters of credit total $2,953,000 and expire in March 2004.
The Company has two fixed interest rate swap agreements, each designated as a
cash flow derivative, for purposes of hedging against interest rate fluctuations
on the outstanding amount under its Term Loan. The Company accounts for these
swap agreements under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No.
133." The Company recognizes derivatives on the balance sheet at fair value.
Each swap agreement has a notional principal amount at June 30, 2003 of
$33,750,000, and scheduled reductions in notional principal of $2,250,000 each
quarter over the life of the swap. These agreements terminate on March 22, 2007.
Under the terms of the swap agreements, the Company pays interest at a fixed
rate of 2.815% on one swap and 2.57% on the other swap, and its lenders pay the
Company interest at 90-day LIBOR, that was 1.10% as of June 30, 2003.
13
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE G - TERMINATION ACCRUAL
During the second quarter 2003, the Company accrued for a one-time charge of
$1,167,000 for severance related to employee terminations, pursuant to SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." The
employee terminations are a result of aligning costs with business volume
anticipated over the remainder of 2003. As of June 30, 2003 the severance
accrual was $534,000.
NOTE H - EARNINGS PER SHARE
Earnings per share ("EPS") for the three and six months ended June 30, 2003 and
2002 as calculated under SFAS No. 128, "Earnings per Share" is as follows:
For the three months For the three months
ended June 30, 2003 ended June 30, 2002
------------------- -------------------
Income Shares EPS Income Shares EPS
------ ------ --- ------ ------ ---
Basic EPS:
Net income $12,220,000 22,726,000 $0.54 $10,584,000 22,614,000 $0.47
Impact of options --- 1,535,000 ===== --- 1,874,000 =====
----------- ------------ ----------- -----------
Diluted EPS:
Net income $12,220,000 24,261,000 $0.50 $10,584,000 24,488,000 $0.43
=========== ============ ===== =========== ========== =====
For the six months For the six months
ended June 30, 2003 ended June 30, 2002
------------------- -------------------
Income Shares EPS Income Shares EPS
------ ------ --- ------ ------ ---
Basic EPS:
Net income $22,629,000 22,691,000 $1.00 $19,796,000 22,551,000 $0.88
Impact of options --- 1,544,000 ===== --- 1,803,000 =====
----------- ------------ ----------- -----------
Diluted EPS:
Net income $22,629,000 24,235,000 $0.93 $19,796,000 24,354,000 $0.81
=========== ============ ===== =========== ========== =====
For the three and six months ended June 30, 2003, outstanding options to
purchase 1,125,454 Company Common Shares at option exercise prices ranging from
$12.94 of $17.60 per share were excluded from the computation of diluted EPS, as
the exercise price of these options was greater than the average market price of
the Common Shares. For the three and six months ended June 30, 2002, outstanding
options to purchase 26,250 Company Common Shares at an option exercise price of
$17.60 per share were excluded from the computation of diluted EPS, as the
exercise price of these options was greater than the average market price of the
Common Shares.
As of June 30, 2003 and 2002, the Company's majority-owned Japanese subsidiary
has stock options and warrants outstanding with certain minority shareholders
and employees that are convertible into shares of this subsidiary's company
stock. The dilutive impact of these stock options and warrants is immaterial to
earnings per share for the three and six months ended June 30, 2003 and 2002.
14
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE I- SEGMENTS
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," provides standards for reporting information about operating
segments and related disclosures about products and services, geographic areas
and major customers. Operating segments are defined as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
The Company's operations are segregated into two lines of business: career
transition and organizational consulting. The Company operates these lines of
business across the geographic areas of the United States, Canada, Europe,
Asia-Pacific, Japan and Brazil. These operations offer different services and
require different marketing strategies. Career transition offers support for
organizations separating employees, including assistance in handling the initial
difficulties of termination, identifying continuing career goals and options,
and aiding in developing skills for the search for a new job. Consulting
specializes in helping companies with organizational performance, leadership
development and talent management. With more than 300 service locations
worldwide, the Company manages operations by geographic areas to enhance global
growth and establish major accounts with global clients. The Company primarily
delivers its services to mid-size and large companies, with no concentration in
specific companies or industries.
Summarized operations of each of the Company's geographic areas as of June 30,
2003 and 2002 and for the three and six months then ended are presented below.
(Dollars in Thousands)
Asia-
June 30, 2003 U.S. Canada Europe Pacific Japan Brazil Consolidated
- ------------- ----- ------ ------ -------- ------- ------ ------------
Identifiable assets $118,620 $ 24,221 $246,876 $ 15,252 $ 36,122 $ 3,972 $445,063
-------- -------- -------- -------- -------- -------- --------
June 30, 2002
- -------------
Identifiable assets 124,470 21,252 198,944 15,068 45,584 2,230 407,548
-------- -------- -------- -------- -------- -------- --------
15
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE I - SEGMENTS (Continued)
(Dollars in Thousands)
For the three
months ended Asia-
June 30, 2003 U.S. Canada Europe Pacific Japan Brazil Consolidated
- ------------- ----- ------ ------ -------- ------- ------ ------------
Revenue $ 50,419 $ 6,426 $ 44,643 $ 4,675 $ 11,374 $ 824 $118,361
-------- -------- -------- -------- -------- -------- --------
Operating
income (1), (2) 8,533 2,101 8,611 1,135 1,446 56 21,882
-------- -------- -------- -------- -------- -------- --------
Depreciation 2,034 275 904 108 320 24 3,665
-------- -------- -------- -------- -------- -------- --------
Amortization (2) 15 16 1,143 -- 101 10 1,285
-------- -------- -------- -------- -------- -------- --------
Capital expenditures (3) 1,574 (294) 1,273 207 54 105 2,919
-------- -------- -------- -------- -------- -------- --------
For the three
months ended
June 30, 2002
- -------------
Revenue 61,526 6,554 38,575 5,074 14,844 805 127,378
-------- -------- -------- -------- -------- -------- --------
Operating
income (1),(2) 10,923 2,230 4,326 1,230 4,083 121 22,913
-------- -------- -------- -------- -------- -------- --------
Depreciation 1,826 120 668 142 154 10 2,920
-------- -------- -------- -------- -------- -------- --------
Amortization (2) 286 2 1,368 -- 92 10 1,758
-------- -------- -------- -------- -------- -------- --------
Capital expenditures (3) 2,967 28 880 94 118 130 4,217
-------- -------- -------- -------- -------- -------- --------
(1) The operating income reported for the U.S. segment includes Affiliate
royalties and general sales and administration expenses and corporate
depreciation and amortization expenses ("G&A Expenses") reported on the
Condensed Consolidated Statements of Operations. For the three months
ended June 30, 2003 and 2002, Affiliate royalties total $1,604,000 and
$1,792,000, respectively, and the G&A Expenses aggregate $8,225,000 and
$10,462,000, respectively. Affiliate royalties relate exclusively to
U.S. franchises. G&A Expenses are not specific to one geographic
location, but relate to the consolidated operations of the Company.
(2) Total amortization on a consolidated basis is included in the U.S.
segment only for the operating income reported above.
(3) The capital expenditures reported exclude fixed assets acquired from
acquisitions. The capital expenditures in Canada for the three months
ended June 30, 2003 include reimbursements from landlords for leasehold
improvements incurred in the prior year.
16
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE I - SEGMENTS (Continued)
(Dollars in Thousands)
For the six
months ended Asia-
June 30, 2003 U.S. Canada Europe Pacific Japan Brazil Consolidated
- ------------- ----- ------ ------ -------- ------- ------ ------------
Revenue $103,573 $ 13,027 $ 89,577 $ 9,306 $ 24,928 $ 1,409 $241,820
-------- -------- -------- -------- -------- -------- --------
Operating
income (loss) (1), (2) 13,993 4,218 17,398 2,069 3,990 (84) 41,584
-------- -------- -------- -------- -------- -------- --------
Depreciation 4,008 545 1,704 214 609 44 7,124
-------- -------- -------- -------- -------- -------- --------
Amortization (2) 393 31 2,268 -- 211 20 2,923
-------- -------- -------- -------- -------- -------- --------
Capital expenditures (3) 2,707 139 2,911 314 85 123 6,279
-------- -------- -------- -------- -------- -------- --------
For the six
months ended
June 30, 2002
- -------------
Revenue 126,182 12,737 54,438 9,843 20,654 1,863 225,717
-------- -------- -------- -------- -------- -------- --------
Operating
income (1), (2) 21,965 4,612 5,891 2,444 4,622 562 40,096
-------- -------- -------- -------- -------- -------- --------
Depreciation 3,639 198 957 326 291 17 5,428
-------- -------- -------- -------- -------- -------- --------
Amortization (2) 376 4 1,420 -- 175 20 1,995
-------- -------- -------- -------- -------- -------- --------
Capital expenditures (3) 5,012 211 2,089 242 222 248 8,024
-------- -------- -------- -------- -------- -------- --------
(1) The operating income reported for the U.S. segment includes
Affiliate royalties and general sales and administration expenses
and corporate depreciation and amortization expenses ("G&A
Expenses") reported on the Condensed Consolidated Statements of
Operations. For the six months ended June 30, 2003 and 2002,
Affiliate royalties total $3,151,000 and $3,716,000, respectively,
and the G&A Expenses aggregate $19,220,000 and $22,069,000,
respectively. Affiliate royalties relate exclusively to U.S.
franchises. G&A Expenses are not specific to one geographic
location, but relate to the consolidated operations of the Company.
(2) Total amortization on a consolidated basis is included in the U.S.
segment only for the operating income (loss) reported above.
(3) The capital expenditures reported exclude fixed assets acquired from
acquisitions.
Revenues and expenses of the Company's lines of business for Company offices,
excluding Affiliate royalties, reimbursed expenses, total general sales and
administration expenses and depreciation and amortization expenses ("G & A
Expenses"), are evaluated by management. The Company does not measure assets by
lines of business as assets are generally not distinctive to a particular line
of business and they are not fundamental in assessing segment performance.
Company office revenue and operating income for each of the Company's lines of
business in the aggregate for the three and six months ended June 30, 2003 and
2002 are as follows:
17
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE I - SEGMENTS (Continued)
(Dollars in Thousands)
For the three months For the six months
ended June 30, ended June 30,
------------- --------------
Career Career
Transition Consulting Consolidated Transition Consulting Consolidated
---------- ---------- ------------ ---------- ---------- ------------
2003
----
Company office
revenue $ 95,044 $ 20,252 $115,296 $194,844 $40,369 $235,213
Company office
operating income 26,431 2,072 28,503 54,466 3,187 57,653
2002
----
Company office
revenue 104,589 19,443 124,032 186,463 32,908 219,371
Company office
operating income 29,521 2,062 31,583 56,581 1,868 58,449
A reconciliation of Company office operating income to net income for the three
and six months ended June 30, 2003 and 2002 is as follows:
(Dollars in Thousands)
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
-------- -------- --------- --------
Company office revenue $ 115,296 $ 124,032 $ 235,213 $ 219,371
Consultants' compensation (43,358) (47,702) (90,814) (85,760)
Office administration (31,332) (32,963) (62,878) (55,188)
Office sales and consulting support (10,888) (11,189) (22,111) (18,656)
Office depreciation (2,676) (2,149) (5,213) (3,948)
Reimbursed expenses 1,461 1,554 3,456 2,630
-------- -------- --------- --------
Company office operating income 28,503 31,583 57,653 58,449
Affiliate royalties 1,604 1,792 3,151 3,716
General Sales and administration (5,951) (7,933) (14,386) (18,594)
Depreciation and amortization (2,274) (2,529) (4,834) (3,475)
-------- -------- --------- --------
Income from operations 21,882 22,913 41,584 40,096
Interest expense, net (1,707) (1,318) (2,981) (1,885)
-------- -------- --------- --------
Income before income taxes 20,175 21,595 38,603 38,211
Provision for income taxes (7,904) (10,427) (15,827) (17,577)
Minority interest in net income of
subsidiaries (51) (584) (147) (838)
-------- -------- --------- --------
Net income $ 12,220 $ 10,584 $ 22,629 $ 19,796
-------- -------- --------- --------
18
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
The following table sets forth results of operations for the three and six
months ended June 30, 2003 and 2002. This discussion and analysis should be read
together with the condensed consolidated financial statements and accompanying
notes thereto.
(Dollars in Thousands)
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
---- ---- ---- ----
Company office revenue $ 115,296 $ 124,032 $ 235,213 $ 219,371
Company office expenses
before reimbursed expenses (86,793) (92,449) (177,560) (160,922)
------- ------- --------- ----------
Company office operating income 28,503 31,583 57,653 58,449
Affiliate royalties 1,604 1,792 3,151 3,716
General sales and administration (5,951) (7,933) (14,386) (18,594)
Depreciation and amortization (2,274) (2,529) (4,834) (3,475)
Interest expense, net (1,707) (1,318) (2,981) (1,885)
------- -------- --------- ----------
Income before income taxes 20,175 21,595 38,603 38,211
Provision for income taxes (7,904) (10,427) (15,827) (17,577)
Minority interest in net income of subsidiaries (51) (584) (147) (838)
------- -------- --------- ----------
Net income $ 12,220 $ 10,584 $ 22,629 $ 19,796
======= ======== ========= ==========
Second Quarter 2003 Compared to Second Quarter 2002
- ---------------------------------------------------
For the three months ended June 30, 2003, revenue generated by Company offices
decreased by 7%, or $8,736,000, from the corresponding quarter in 2002. This
decrease is due to a same office revenue decrease of 9.1%, principally in North
America and Japan, offset by a favorable impact of foreign currency exchange of
approximately $9,377,000.
The Company's career transition line of business reported Company office revenue
of $95,044,000, which represents a 9.1% or $9,545,000 decrease from 2002. Same
office revenue within the career transition line of business decreased 10.3%,
principally in North America and Japan.
For the three months ended, June 30, 2003, the Company's consulting line of
business reported revenue of $20,252,000, which represents a 4.2% or $809,000
increase from 2002. This increase includes incremental revenues from
acquisitions, including Aston Promentor and Assessment and Development Consult
Holding BV, offset by a same office revenue decrease of 2.1%.
For the three months ended June 30, 2003, Affiliate royalties, all generated in
the United States, decreased 10.5% or $188,000 from 2002. The decrease in
Affiliate royalties reflects a general decline in the demand for career
transition services within these Affiliate territories.
For the three months ended June 30, 2003, total Company office expenses before
reimbursed expenses decreased 6.1% or $5,656,000 from 2002. This decrease is
principally due to a reduction in incentive costs of approximately $3,958,000, a
decrease in administrative payroll of approximately $3,421,000 and a decrease in
adjunct costs of approximately $2,719,000, offset by
19
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
a one-time charge of $1,167,000 for severance related to employee terminations
and an unfavorable impact of $7,480,000 from foreign currency exchange. This
decrease in costs is partly a result of the flexible business model of the
Company that allows certain expenses to adjust to sales volume.
Company office operating income for the three months ended June 30, 2003 was
$28,503,000 with a Company office margin of 24.7%, compared to operating income
of $31,583,000 and a Company office margin of 25.5% for the same period in the
prior year. Company office operating income reflects a favorable net impact of
foreign currency exchange of approximately $1,897,000. The decrease in Company
office margin is due to a decrease in career transition margin in North America
and Japan resulting from lower sales volume in those regions as compared to the
same period in the prior year. The operating margin in the consulting line of
business in the second quarter 2003 was 10% which is comparable to the second
quarter 2002.
For the three months ended June 30, 2003, general sales and administration
expenses and depreciation and amortization expenses, ("G & A expenses")
decreased 21.4% or $2,237,000 from the same period in the prior year. G & A
expenses in 2003 reflect decreased incentive costs and larger gains (increase of
$1,041,000) from the effects of exchange rate fluctuations in translating
foreign currency transactions. G & A expenses as a percentage of total revenue
were 6.9% and 8.2% for the three months ended June 30, 2003 and 2002,
respectively.
Net interest expense for the three months ended June 30, 2003 increased $389,000
as compared to the same period in the prior year. The increase reflects interest
on the fixed interest rate swap agreements in the current year that exceeds the
interest on the outstanding indebtedness from borrowings.
The minority interest in net income of subsidiaries for the three months ended
June 30, 2003 was $51,000 for the minority interests related to the Company's
subsidiaries in Japan and Brazil. The minority interest in net income of
subsidiaries for the three months ended June 30, 2002 was $584,000 for the
minority interests related to the Company's subsidiaries in Japan, Brazil and
Spain. The decrease is attributable to reduced operating results in Japan and
Brazil in 2003 and the Company's larger share of ownership of these subsidiaries
in the current year, including 100% ownership of its Spanish subsidiary that was
51% owned during 2002.
The Company's effective tax rates for the three months ended June 30, 2003 and
2002 were 39% and 48%, respectively. The decrease in the effective tax rate
reflects lower non-deductible costs in the current year as compared to 2002, as
well as the impact of greater amounts of income being generated in lower tax
jurisdictions in the current year.
20
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
First Six Months of 2003 Compared to the First Six Months of 2002
- -----------------------------------------------------------------
For the six months ended June 30, 2003, revenue generated by Company offices
increased by 7.2%, or $15,842,000, from the corresponding period in 2002. This
increase is primarily attributable to incremental revenue from the acquisition
of Coutts that is included in the Company's results as of April 1, 2002 and to a
favorable impact of foreign currency exchange of approximately $18,152,000.
Since the date of the acquisition, Coutts has been fully integrated with the
Company's network. Management reviews same office revenue for the Company on a
pro-forma basis including the revenue of Coutts in the period of January 1 to
March 31, 2002, adjusted for revenue recognition under SAB No. 101 (see Note A
in the Notes to the Condensed Consolidated Financial Statements), and adjusted
for the revenue from the executive search businesses in Norway and Sweden that
were sold in the current year (See Note D in the Notes to the Condensed
Consolidated Financial Statements). Management determines same office revenue in
the current year by excluding revenue from acquisitions consumated subsequent to
the second quarter of 2002. These pro-forma same office revenue statistics are
discussed in the following paragraphs and represent non-GAAP measurements.
The following table sets forth a reconciliation of the Company office revenue
reported for the six months ended June 30, 2002 to pro-forma Company office
revenue that includes the revenue of Coutts for the period of January 1 to March
31, 2002 and excludes the revenue from the executive search
businesses that were sold.
(Dollars in Thousands)
Six Months Ended June 30, 2002
------------------------------
Career Total
Transition Consulting Business
----------- ---------- --------
Company office revenue as reported $186,463 $32,908 $219,371
Add Coutts revenue for Jan.- Mar. 2002 adjusted for
revenue recognition under SAB No. 101 22,061 3,651 25,712
Less revenue from search businesses that were sold -- (2,713) (2,713)
-------- ------- ---------
Pro-forma Company office revenue $208,524 $33,846 $242,370
======== ======= =========
For the six months ended June 30, 2003 the Company's career transition line of
business reported Company office revenue of $194,844,000, which represents a
4.5% or $8,381,000 increase from 2002. This increase is primarily due to
incremental revenues from Coutts and from the favorable impact of foreign
currency exchange. The pro-forma same office revenue within the career
transition line of business decreased by approximately 7.5%, attributable
primarily to lower sales volume in North America.
21
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
For the six months ended, June 30, 2003, the Company's consulting line of
business reported revenue of $40,369,000, which represents a 22.7% or $7,461,000
increase from 2002. This increase includes incremental revenues from
acquisitions, including Coutts, Aston Promentor and Assessment and Development
Consult Holding BV, as well as pro-forma same office revenue growth of 2.5%.
For the six months ended June 30, 2003, Affiliate royalties, all generated in
the United States, decreased 15.2% or $565,000 from 2002. The decrease in
Affiliate royalties reflects a general decline in the demand for career
transition services within these Affiliate territories.
For the six months ended June 30, 2003, total Company office expenses before
reimbursed expenses increased 10.3% or $16,638,000 from 2002. This increase is
due primarily to incremental costs from the Coutts acquisition, an unfavorable
foreign currency exchange impact of $14,477,000, as well as increases in sales
and delivery salaries and rent expense that were partly offset by a decrease in
incentive costs.
Company office operating income for the six months ended June 30, 2003 was
$57,653,000 with a Company office margin of 24.5%, compared to Company office
operating income of $58,449,000 and a Company office margin of 26.6% for the
same period in the prior year. Company office operating income includes the
favorable net impact of foreign currency exchange of approximately $3,675,000.
The decrease in Company office margin is due to a decrease in career transition
margin in North America and Japan resulting from lower sales volume in the
current year. Additionally, the geographic mix of the Company's operations has
changed to a greater proportion of revenue and operating results being reported
from international operations that historically have had lower operating
margins. The consulting line of business experienced a modest 2% increase in
operating margin.
For the six months ended June 30, 2003, general sales and administration
expenses and depreciation and amortization expenses, ("G & A expenses")
decreased 12.9% or $2,849,000 from the same period in the prior year. G & A
expenses in 2003 reflect decreased incentive costs and larger gains (increase of
$1,261,000) from the effects of exchange rate fluctuations in translating
foreign currency transactions, all of which is offset by an increase in
amortization expense mostly due to the amortization of intangible assets
associated with the Coutts client lists, and the $1,043,000 pre-tax loss on the
sale of the executive search businesses in Norway and Sweden (see Note D in the
Notes to the Condensed Consolidated Financial Statements). G & A expenses as a
percentage of total revenue were 7.9% and 9.8% for the six months ended June 30,
2003 and 2002, respectively.
Net interest expense for the six months ended June 30, 2003 increased $1,096,000
as compared to the same period in the prior year. The increase results from a
full six months of interest in 2003 on outstanding indebtedness from borrowings
to fund the acquisition of Coutts as compared to only three months of interest
in 2002, partially offset by lower effective interest rates in the current year.
22
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
The minority interest in net income of subsidiaries for the six months ended
June 30, 2003 was $147,000 for the minority interests related to the Company's
subsidiaries in Japan and Brazil. The minority interest in net income of
subsidiaries for the six months ended June 30, 2002 was $838,000 for the
minority interests related to the Company's subsidiaries in Japan, Brazil and
Spain. The decrease is attributable to reduced operating results in Japan and
Brazil in 2003 and the Company's larger share of ownership of these subsidiaries
in the current year, including 100% ownership of its Spanish subsidiary that was
51% owned during 2002.
The Company's effective tax rates for the six months ended June 30, 2003 and
2002 were 41% and 46%. The decrease in the effective tax rate is due to lower
non-deductible costs in the current year as compared to 2002, as well as the
impact of greater amounts of income being generated in lower tax jurisdictions
in the current year.
Capital Resources and Liquidity
- -------------------------------
As of June 30, 2003 and December 31, 2002, the Company had cash and cash
equivalents of $19,323,000 and $33,886,000, respectively. The decrease in cash
is primarily a result of paying bonuses to employees in the first quarter 2003
that related to 2002 performance. The decrease also relates to the funding of
acquisitions, principal and interest payments and tax payments out of operating
cash, offset by $30,000,000 of borrowings under the Credit Agreement (See Note F
in the Notes to the Condensed Consolidated Financial Statements). As of June 30,
2003 and December 31, 2002, the Company had a working capital deficit of
$27,355,000 and $62,526,000, respectively. The decrease in the working capital
deficit is attributable to a decrease in accrued incentives, accounts payable
and deferred revenue. Deferred revenue is eventually recognized into income over
time, with no cash utilization.
Net cash utilized in operating activities amounted to $15,684,000 for the six
months ended June 30, 2003 and net cash provided by operating activities
amounted to $20,887,000 for the six months ended June 30, 2002. The decrease in
cash from operating activities is primarily a result of decreases in accounts
payable, accrued incentives and deferred revenue due to lower revenue levels in
the current year.
Net cash utilized in investing activities amounted to $16,807,000 and
$115,129,000 for the six months ended June 30, 2003 and 2002, respectively. The
investing activities for the six months ended June 30, 2002 reflect the
acquisition of Coutts. Acquisitions made by the Company in the current period,
including the additional interests in its Spanish and Brazilian subsidiaries and
the acquisition of certain assets of Aston Promentor in Denmark, involved less
cash utilization by the Company (See Note C in the Notes to the Condensed
Consolidated Financial Statements). The Company also incurred fewer capital
expenditures in the current year.
Net cash provided by financing activities amounted to $17,354,000 and
$87,938,000 for the six months ended June 30, 2003 and 2002, respectively. The
financing activity for the six months ended 2002 reflects the $130,000,000
borrowing under the Credit Agreement to finance the Coutts acquisition and to
repay outstanding indebtedness of $41,038,000 under the Company's
23
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
prior credit agreement that has been terminated. In connection with the Coutts
acquisition, the Company also issued loan notes to four individual sellers of
Coutts for an aggregate of $5,432,000 at the time of the acquisition. During the
six months ended June 30, 2003, the Company borrowed $30,000,000 under its
Credit Agreement in order to fund incentive payments made in the first quarter
of 2003 that related to 2002, and to fund the acquisition of the additional
interest in its Brazilian subsidiary. Also during the six months ended June 30,
2003, the Company made mandatory and voluntary principal payments totaling
$13,000,000 against its Term Loan and Revolving Loan under the Credit Agreement
(See Note F in the Notes to the Condensed Consolidated Financial Statements).
As of June 30, 2003, the Company had approximately $2,302,000 available under
the Revolving Loan of the Credit Agreement. During July 2003, the Company
borrowed $2,000,000 for general working capital purposes and repaid these funds
the same month. Management expects the borrowing capacity to increase due to
anticipated voluntary principal prepayments as working capital and cash flow is
expected to improve over the remainder of the year. Future borrowings under the
Revolving Loan will be used to finance working capital and other general
corporate purposes, including permitted acquisitions.
The Company anticipates that its cash generation and borrowing capacity will be
sufficient to service its existing debt, outstanding commitments and to maintain
Company operations at current levels for the foreseeable future. However,
operating cash flows could be impacted by a prolonged decrease in the demand for
the Company's services. The Company will continue to consider acquisitions and
other expansion opportunities as they arise, subject to ongoing operating
results and access to capital on terms acceptable to the Company. The economics
of a proposed acquisition, the provisions of permitted acquisitions under the
Credit Agreement, strategic implications and other circumstances justifying the
expansion will be key factors in determining the amount and type of resources
the Company will commit to future acquisitions.
As of June 30, 2003, the Company's obligations and commitments include bank debt
commitments, loan notes to the sellers of Coutts, office leases and equipment
leases. For the periods subsequent to June 30, 2003, the aggregate maturities on
these obligations are as follows:
(Dollars in Thousands)
Less than After
Total 1 Year 1-3 Years 4-5 Years 5 Years
----- ------- --------- --------- ---------
Bank debts &
loan notes $133,367 $ 20,853 $ 36,014 $ 76,500 $ --
Capital leases $ 1,157 $ 630 $ 398 $ 129 $ --
Office &
equipment leases $131,548 $ 33,285 $ 46,316 $ 27,503 $ 24,444
24
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
As of June 30, 2003, the Company estimates that the aggregate amount of future
contingent earnout payments related to completed acquisitions and payable over
the next three years, will range between $5,000,000 and $7,000,000.
Forward Looking Statements
- --------------------------
Statements included in this Report on Form 10-Q, including within this
Management's Discussion and Analysis of Financial Condition and Results of
Operations which are not historical in nature, are intended to be, and are
hereby identified as "forward looking statements" for purposes of the safe
harbor provided by the Private Securities Litigation Reform Act of 1995. The
Company cautions readers that forward looking statements including, without
limitation, those relating to the Company's future business prospects, revenues,
cash flow, working capital, goodwill impairment, future earnout payments,
liquidity, capital needs, interest costs and income, are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those indicated in the forward looking statements due to several important
factors identified from time to time in the Company's reports filed with the
SEC. The Company hereby incorporates by reference the discussion concerning
forward looking statements set forth in the Management's Discussion and Analysis
of Financial Condition and Results of Operations section of the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 filed with the SEC, as
well as the risk factors identified within the same Annual Report on Form 10-K.
Readers of this Report are cautioned not to place undue reliance upon these
forward looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to these forward
looking statements or reflect events or circumstances after the date hereof.
25
PART I - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS
The Company has two fixed interest rate swap agreements for purposes of hedging
against interest rate fluctuations on the Term Loan under its Credit Agreement.
Each swap agreement has a notional principal amount at June 30, 2003 of
$33,750,000, and scheduled reductions in notional principal of $2,250,000 each
quarter over the life of the swap. These agreements terminate on March 22, 2007.
Under the terms of the swap agreements, the Company pays interest at a fixed
rate of 2.815% on one swap and 2.57% on the other swap, and its lenders pay the
Company interest at 90-day LIBOR, that was 1.10% as of June 30, 2003.
As of June 30, 2003, the Company had letters of credit totaling $2,953,000 that
guarantee the fixed rate loan notes to the sellers of Coutts, and an aggregate
notional principal of $130,500,000 outstanding under its Credit Agreement, that
bears interest at variable rates. Based upon the variable rate debt under the
Credit Agreement and the fixed interest rate swap agreements, a 100 basis point
(1.0%) increase in interest rates on variable rate debt would increase interest
expense for the three and six months ended June 30, 2003 by $165,000 and
$261,000, respectively.
The Company's earnings and cash flow are subject to fluctuations due to changes
in foreign currency exchange rates. Generally, if the U.S. dollar weakens
against the foreign currencies that will result in a favorable impact to
earnings and if the U.S. dollar strengthens against the foreign currencies, that
will result in an unfavorable impact on earnings. From time to time, the Company
enters into forward foreign exchange contracts to minimize the risk associated
with currency movement relating to certain intercompany transactions. Through
January 31, 2004, the Company has three separate forward Japanese yen (JPY)
exchange contracts for an aggregate of JPY 390,000,000 at an average exchange
rate of 119.16 per $1.00 U.S. dollar. The gains and losses from these forward
contracts were not material at June 30, 2003 and 2002.
PART I - ITEM 4
CONTROLS AND PROCEDURES
As of June 30, 2003, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the Chief Executive Officer and
Chief Financial Officer, concluded that the Company's disclosure controls and
procedures were effective as of June 30, 2003. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to June 30, 2003.
26
PART II - OTHER INFORMATION
Items 1, 2, 3 and 5 were not applicable in the three months ended June 30, 2003.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The 2003 Annual Meeting of Shareholders of the Company was held on May 1, 2003.
At this meeting, the shareholders voted on the following five items:
1.) The election of eleven directors to hold office for a term of one
year. 2.) A proposal to amend the Company's Articles of Incorporation
to increase the number of authorized common shares to one hundred
million (100,000,000) shares. 3.) A proposal to adopt the Right
Management Consultants, Inc. 2003 Stock Incentive Plan. 4.) A proposal
to adopt the Right Management Consultants, Inc. 2003 Employee Stock
Purchase Plan. 5.) A proposal to ratify the selection by the Board of
Directors of Ernst & Young LLP as the Company's independent public
auditors for the current fiscal year.
Votes were cast for the election of directors as follows:
Nominee Votes For Votes Withheld
------- ---------- --------------
Frank P. Louchheim 14,331,036 6,568,424
Richard J. Pinola 19,111,468 1,787,992
Joseph T. Smith 18,920,903 1,978,557
John J. Gavin 19,112,481 1,786,979
Larry A. Evans 18,922,028 1,977,432
John R. Bourbeau 18,924,366 1,975,094
Rebecca J. Maddox 18,945,353 1,954,107
Catherine Y. Selleck 18,944,528 1,954,932
Frederick R. Davidson 19,111,441 1,788,019
Oliver S. Franklin 18,944,608 1,954,852
Stephen Johnson 18,920,903 1,978,557
The amendment to the Company's Articles of Incorporation to increase
the number of authorized common shares to one hundred million was
approved as follows:
Votes For Votes Against Abstentions
---------- ------------- ------------
16,930,601 3,954,746 14,113
The adoption of the Right Management Consultants, Inc.
2003 Stock Incentive Plan was not approved as follows:
Votes For Votes Against Abstentions
---------- ------------- ------------
3,993,034 12,566,566 8,190
27
PART II - OTHER INFORMATION
CONTINUED
The adoption of the Right Management Consultants, Inc. 2003 Employee
Stock Purchase Plan was approved as follows:
Votes For Votes Against Abstentions
---------- ------------- -----------
15,805,909 754,889 6,992
The ratification of the selection by the Board of Directors of Ernst &
Young LLP as the Company's independent public auditors for the current
fiscal year was approved as follows:
Votes For Votes Against Abstentions
---------- ------------- -----------
20,277,483 620,388 1,589
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits:
31.1 - Certification pursuant to Section 302 of the Sarbanes
- Oxley Act of 2002.
31.2 - Certification pursuant to Section 302 of the Sarbanes
- Oxley Act of 2002.
32.1 - Certification pursuant to Section 906 of the Sarbanes
- Oxley Act of 2002.
32.2 - Certification pursuant to Section 906 of the Sarbanes
- Oxley Act of 2002.
b. Reports on Form 8-K:
On April 29, 2003 the Company furnished a Current Report on Form 8-K to
provide, under Items 7 and 12, the Company's earnings release reporting its
financial results for the quarter ended March 31, 2003. Such information shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934.
28
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RIGHT MANAGEMENT CONSULTANTS, INC.
BY:/S/ RICHARD J. PINOLA August 13, 2003
------------------------ ----------------
Richard J. Pinola Date
Chairman and Chief Executive Officer
BY :/S/ CHARLES J. MALLON August 13, 2003
------------------------- ----------------
Charles J. Mallon Date
Chief Financial Officer and
Principal Accounting Officer
29