Robert Half International Inc. Reports Operating Results (10-K/A)

Author's Avatar
Oct 15, 2009
Robert Half International Inc. (RHI, Financial) filed Amended Annual Report for the period ended 2008-12-31.

Robert Half International Inc. is the world's largest specialized providerof temporary and permanent personnel in the fields of accounting and finance. Its divisions include ACCOUNTEMPS-Registered Trademark- and ROBERTHALF-Registered Trademark- providers of temporary and permanent personnelrespectively in the fields of accounting and finance. Robert Half International Inc. has a market cap of $3.61 billion; its shares were traded at around $25.99 with a P/E ratio of 30.49 and P/S ratio of 0.78. The dividend yield of Robert Half International Inc. stocks is 2.02%. Robert Half International Inc. had an annual average earning growth of 7.8% over the past 10 years.

Highlight of Business Operations:

The Committee believes that the Company has an outstanding management team which has produced excellent returns since the inception of the Companys current business in 1986. The Companys management has been stable for two decades: five of the executive officers (Messrs. Messmer, Waddell, Gentzkow, Glass and Karel), have been with the Company since the 1980s. Mr. Messmer negotiated the purchase of Robert Half Incorporated, the predecessor to the Company, in 1986 and has been responsible for recruiting the officers and other managers with whom he has directed the growth of the Company ever since that time. This includes the formation of Protiviti, which, since its formation in 2002, has grown from revenues of $18 million in its first full quarter of operation to more than $540 million of annual revenues in 2008. The annual revenues of Robert Half Incorporated at the time of its purchase in 1986 were approximately $7 million. In fiscal 2008, the Companys revenues were approximately $4.6 billion.

As is its customary practice, in setting the target earnings per share, the Compensation Committee considered the Companys annual strategic plan, consensus Wall Street estimates and other items. For 2008, the target earnings per share for purposes of the Stock Incentive Plan and the Annual Performance Bonus Plan was set by the Compensation Committee at $1.90. The actual earnings per share for the year was $1.63. Pursuant to the formulas in these two plans (which formulas are not identical and are described below under the Grants of Plan-Based Awards table), cash awards to each executive under the Annual Performance Bonus Plan were decreased and a portion of the restricted stock award was forfeited.

The Annual Performance Bonus Plan provides that bonuses shall be computed in accordance with a formula specified in the plan. The two factors determined by the Compensation Committee are the Target EPS for the year and each individuals Target Bonus. For 2008, the Compensation Committee chose for the Target EPS the internal forecast that had been adopted by the entire Board of Directors, which forecast was $1.90 per share. This Target EPS for 2008 represented a 4.97% increase over the actual earnings per share of $1.81 achieved for 2007. The Compensation Committee then determined that a 4.97% increase in earnings per share performance should result in a 4.97% increase in bonus. It therefore set each individuals Target Bonus for 2008 at 4.97% more than his actual bonus for 2007, except for the Target Bonus for Michael C. Buckley, who was given a larger Target Bonus to reflect increased responsibilities.

Pursuant to the pay for performance formula in the Annual Performance Bonus Plan, any variation in actual earnings per share from Target EPS results in a corresponding variation in actual bonus from Target Bonus by the same percentage. Because actual earnings per share for 2008 was $1.63, which is 85.8% of the Target EPS of $1.90, each executive officers 2008 actual bonus was 85.8% of his Target Bonus.

Pursuant to the formula for the Stock Incentive Plan, the actual earnings per share are divided by the target earnings per share, yielding a Performance Goal Ratio. The Multiplier used to determine actual retention of restricted stock grants is defined as (a) 1, if the Performance Goal Ratio is equal to or exceeds 0.9, (b) 0, if the Performance Goal Ratio is less than 0, or (c) 0.1 plus the Performance Goal Ratio in all other cases. After the Multiplier is determined, it is multiplied by each executive officers restricted stock grant to determine how many shares he may retain. Any shares in excess of this product are forfeited. For 2008, the Performance Goal Ratio was 0.858, which equals the actual earnings per share of $1.63 divided by the target earnings per share of $1.90. The Multiplier based on a Performance Goal Ratio of 0.858 is equal to 0.958 (0.1 plus the Performance Goal

As described below in the description of the Stock Incentive Plan under the Grants of Plan-Based Awards table, restricted stock grants receive any dividends that are declared with respect to the Companys outstanding shares. Of the total dividends paid on restricted shares in 2008, the amount of dividends received and retained for the forfeited shares in 2008 for the named executive officers ranged from $624 for Mr. Buckley to $5,559 for Mr. Messmer. In February 2009, the Compensation Committee amended the Stock Incentive Plan to provide that, while the performance condition is pending, dividends will not be paid on a restricted share award. Instead, any such dividends shall accrue and be paid only after the final determination has been made as to whether or not the performance condition has been satisfied. If a portion of the award is forfeited, a like portion of the accrued dividends will also be forfeited.

Read the The complete ReportRHI is in the portfolios of Ron Baron of Baron Funds.