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Wiki Wiki Summary
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Risk Factors
HEIDRICK & STRUGGLES INTERNATIONAL INC ITEM 1A RISK FACTORS In addition to other information in this Form 10-K, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, cash flows and financial condition
As a result of the risks set forth below and elsewhere in this Form 10-K, and the risks discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements
We depend on attracting and retaining qualified consultants
Our success depends upon our ability to attract and retain consultants who possess the skills and experience necessary to fulfill our clients’ executive search needs
Our ability to hire and retain qualified consultants could be impaired by any diminution of our reputation, decrease in compensation levels relative to our competitors or modifications of our total compensation philosophy or competitor hiring programs
If we cannot attract, hire and retain qualified consultants, our business, financial condition and results of operations may suffer
We may not be able to prevent our consultants from taking our clients with them to another firm
Our success depends upon our ability to develop and maintain strong, long-term relationships with our clients
Although we work on building these relationships between our firm and our clients, in many cases, one or two consultants have primary responsibility for a client relationship
When a consultant leaves one executive search firm and joins another, clients that have established relationships with the departing consultant may move their business to the consultant’s new employer
We may also lose clients if the departing consultant has widespread name recognition or a reputation as a specialist in executing searches in a specific industry or management function
Historically, we have not experienced significant revenue loss from this potential client portability
If we fail to limit departing consultants from moving business to another employer, our business, financial condition and results of operations may be adversely affected
Our success depends on our ability to maintain our professional reputation and brand name
We depend on our overall reputation and brand name recognition to secure new engagements and hire qualified consultants
Our success also depends on the individual reputations of our consultants
We obtain many of our new engagements from existing clients or from referrals by those clients
A client who is dissatisfied with our work can adversely affect our ability to secure new engagements
If any factor hurts our reputation, including poor performance, we may experience difficulties in competing successfully for both new engagements and qualified consultants
Failure to maintain our professional reputation and brand name could seriously harm our business, financial condition and results of operations
Because our clients may restrict us from recruiting their employees we may be unable to fill existing executive search assignments
Clients frequently require us to refrain from recruiting certain of their employees when conducting executive searches on behalf of other clients
These restrictions generally remain in effect for no more than one year following the commencement of an engagement
However, the specific duration and scope of the off-limits arrangements depend on the length of the client relationship, the frequency with which the client engages us to perform searches, the number of assignments we have performed for the client and the potential for future business with the client
If a prospective client believes that we are overly restricted by these off-limits arrangements from recruiting the employees of our existing clients, these prospective clients may not engage us to perform their executive searches, and as a result, our business, financial condition and results of operations may suffer
7 ______________________________________________________________________ [35]Table of Contents We face aggressive competition
The global executive search industry is extremely competitive and highly fragmented
We compete with other large global executive search firms and with smaller specialty firms
Specialty firms can focus on regional or functional markets or on particular industries
Some of our competitors may possess greater resources, greater name recognition and longer operating histories than we do in particular markets or practice areas
There are limited barriers to entry into the search industry and new search firms continue to enter the market
Many executive search firms that have a smaller client base may be subject to fewer blocking arrangements
In addition, our clients or prospective clients may decide to perform executive searches using in-house personnel
Finally, competitors sometimes reduce their fees in order to attract clients and increase market share
We may not be able to continue to compete effectively with existing or potential competitors
Our inability to meet these competitive challenges could have an adverse impact on our business, financial condition and results of operations
We rely heavily on information management systems
Our success depends upon our ability to store, retrieve, process and manage substantial amounts of information
To achieve our goals, we must continue to improve and upgrade our information management systems
We may be unable to license, design and implement, in a cost-effective and timely manner, improved information systems that allow us to compete effectively
In addition, business process reengineering efforts may result in a change in software platforms and programs
Such plans may result in an acceleration of depreciation expense over the shortened expected remaining life of the software
In addition, if we experience any interruptions or loss in our information processing capabilities, our business, financial condition and results of operations may suffer
We face the risk of liability in the services we perform
We are exposed to potential claims with respect to the executive search process
The growth and development of our other leadership consulting services brings with it the potential for new types of claims
A client could assert a claim for violations of off-limits arrangements, breaches of confidentiality agreements or malpractice
In addition, candidates and client employees could assert claims against us
Possible claims include failure to maintain the confidentiality of the candidate’s employment search or for discrimination or other violations of the employment laws or malpractice
In various countries, we are subject to data protection laws impacting the processing of candidate information
We maintain professional liability insurance in amounts and coverage that we believe are adequate; however, we cannot guarantee that our insurance will cover all claims or that coverage will always be available
Significant uninsured liabilities could have a negative impact on our business, financial condition and results of operations
Our multinational operations may be adversely affected by social, political, legal and economic risks
We generate substantial revenue outside the United States
We are exposed to the risk of changes in social, political, legal and economic conditions inherent in international operations which could have a significant impact on our business, financial condition and results of operations
In particular, we conduct business in countries where the legal systems, local laws and trade practices are unsettled and evolving
Commercial laws in these countries are often vague, arbitrary and inconsistently applied
Under these circumstances, it is difficult for us to determine at all times the exact requirements of such local laws
If we fail to comply with local laws, our business, financial condition and results of operations could suffer
In addition, the global nature of our operations poses challenges to our management, and financial and accounting systems
Failure to meet these challenges could seriously harm our business, financial condition and results of operations
8 ______________________________________________________________________ [36]Table of Contents We may not be able to align our cost structure with net revenue
Over the last several years, we took steps to reduce our workforce, consolidate and close offices and reduce other expenses
Although our cost structure has improved in order to be consistently profitable, we must ensure that our costs and workforce continue to be in proportion to demand for our services
Failure to align our cost structure with net revenue could adversely affect our business, financial condition and results of operations
Our net revenue may be affected by adverse economic conditions
Although our net revenue increased in 2005, coinciding with signs of moderate worldwide economic growth, there can be no assurances that economic conditions will continue to improve or even remain stable
If economic conditions weaken, our business, financial condition and results of operations could suffer
We may not be able to generate sufficient profits to realize our net deferred tax assets
While we were profitable in 2005 and expect to be profitable in 2006 and beyond, there is no assurance that future taxable income in our US and foreign operations will be sufficient to realize the benefit of certain deferred tax assets we could claim
We established valuation allowances for realizability of these deferred tax assets which are adjusted as facts and circumstances dictate
If after future assessments of the realizability of the deferred tax assets, we determine that a lesser or greater allowance is required, we would record a reduction or increase to the income tax expense and the valuation allowance in the period of such determination
If we are unable to generate taxable income in the long-term, our business, financial condition, results of operations and cash flow could suffer
We may experience impairment of our goodwill and other intangible assets
Periodically, we perform assessments of the carrying value of our goodwill and other intangible assets
Current valuation estimates indicate that there has been no impairment of our goodwill or other intangible assets
Future events, however, including our financial performance and economic conditions, could cause these assets to become impaired in the future
Any resulting impairment loss could have an adverse impact on our business, financial condition and results of operations
Our ability to sublease or assign unused office space could affect our earnings and cash flows
Beginning in 2001, we consolidated and closed offices in order to reduce costs
This left us with a significant amount of unused office space with respect to which we are still required to make lease payments
While the majority of the vacated properties have been sublet, at December 31, 2005, there was approximately 26 thousand square feet of unused real estate
The total remaining commitment related to these vacated properties that have not been sublet is dlra4 million, of which dlra2 million has been accrued at December 31, 2005, net of estimated sublease income
Inherent in these accruals are estimates concerning vacancy periods and sublease income
If we are unable to sublease or assign this unused office space within the estimated time frame, if we sublease or assign this office space for amounts less than we had anticipated or if one of our tenants default on a sublease, our business, financial condition, results of operations and cash flow could suffer
9 ______________________________________________________________________ [37]Table of Contents We have antitakeover provisions that make an acquisition of us difficult and expensive
Antitakeover provisions in our Certificate of Incorporation, our Bylaws and the Delaware laws make it difficult and expensive for us to be acquired in a transaction which is not approved by our Board of Directors
Some of the provisions in our Certificate of Incorporation and Bylaws include: • a classified board of directorslimitations on the removal of directorslimitations on stockholder actions • the ability to issue one or more series of preferred stock by action of our Board of Directors These provisions could discourage an acquisition attempt or other transaction in which stockholders could receive a premium over the current market price for the common stock