8-K
KORN FERRY (KFY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2024
_______________________________________________________
KORN FERRY
(Exact name of registrant as specified in its charter)
_______________________________________________________
| Delaware | 001-14505 | 95-2623879 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission <br>File Number) | (IRS Employer<br>Identification No.) |
1900 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 552-1834
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | KFY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On December 5, 2024, Korn Ferry (the “Company”) issued a press release announcing its second quarter fiscal year 2025 results. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.
Item 8.01 Other Events.
On December 4, 2024, the Board of Directors of the Company (the “Board”) declared a cash dividend of $0.37 per share that will be paid on January 15, 2025 to holders of the Company’s common stock of record at the close of business on December 20, 2024. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board 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 may deem to be relevant. The Company may amend, revoke or suspend the dividend policy at any time and for any reason at its discretion.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit 99.1 | Press Release, dated December 5, 2024. |
|---|---|
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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 hereunto duly authorized.
| KORN FERRY | ||
|---|---|---|
| (Registrant) | ||
| Date: December 5, 2024 | /s/ Robert P. Rozek | |
| (Signature) | ||
| Name: | Robert P. Rozek | |
| Title: | Executive Vice President, Chief Financial Officer and<br>Chief Corporate Officer |
Document
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contacts: |
|---|---|
| Investor Relations: Tiffany Louder, (214) 310-8407 | |
| Media: Dan Gugler, (310) 226-2645 |
Korn Ferry Announces Second Quarter Fiscal 2025
Results of Operations
Highlights
▪Fee revenue in Q2 FY'25 was $674.4 million, a year-over-year decrease of 4%, flat on a sequential quarter basis.
▪Completed our sixth consecutive quarter of improved profitability:
◦Operating income was $87.5 million and Adjusted EBITDA was $117.0 million.
◦Operating margin increased 980bps year-over-year to 13.0%. Adjusted EBITDA margin was 17.4%, a 340bps increase compared to the year-ago quarter.
▪Net income attributable to Korn Ferry was $60.8 million, while diluted and adjusted diluted earnings per share were $1.14 and $1.21 in Q2 FY'25, respectively.
▪The Company repurchased 456,250 shares of stock during the quarter for $32.6 million.
▪Declared a quarterly dividend of $0.37 per share on December 4, 2024, which is payable on January 15, 2025 to stockholders of record on December 20, 2024.
▪On November 1, 2024, Korn Ferry completed the acquisition of Trilogy, a leading provider of technology/digital interim talent across Europe and in the United States, which will be included in the Professional Search & Interim segment starting in Q3 FY'25.
Los Angeles, CA, December 5, 2024 – Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced second quarter fee revenue of $674.4 million. In addition, second quarter diluted earnings per share was $1.14 and adjusted diluted earnings per share was $1.21.
“I am pleased with our second quarter results, as we generated $674 million in fee revenue,” said Gary D. Burnison, CEO, Korn Ferry. “Earnings and profitability increased year over year and sequentially as we delivered $117 million of Adjusted EBITDA, at a 17.4% margin, which is our sixth consecutive quarter of profitability improvement.
“Overall, our execution has been solid,” added Burnison. “The durability and potential of our business were evident once again during the quarter with stability in our Talent Acquisition fee revenues and new business, Digital new business trends improving and steady performance in Consulting. We also continue to invest for the future, as evidenced by the launch of the Korn Ferry Talent Suite, which brings together our assessment, development, talent management, and total rewards solutions, allowing our clients to license our decades of expertise, proprietary insights and data-driven intelligence via a subscription-based model. Additionally, our recent Trilogy International investment expands our interim professional offerings to EMEA, which is a substantial addressable market opportunity.”
Selected Financial Results
(dollars in millions, except per share amounts) (a)
| Second Quarter | Year to Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Fee revenue | $ | 674.4 | $ | 704.0 | $ | 1,349.3 | $ | 1,403.2 | ||||
| Total revenue | $ | 682.0 | $ | 712.4 | $ | 1,364.7 | $ | 1,418.7 | ||||
| Operating income | $ | 87.5 | $ | 22.8 | $ | 163.5 | $ | 79.6 | ||||
| Operating margin | 13.0 | % | 3.2 | % | 12.1 | % | 5.7 | % | ||||
| Net income (loss) attributable to Korn Ferry | $ | 60.8 | $ | (1.7) | $ | 123.4 | $ | 44.9 | ||||
| Basic earnings (loss) per share | $ | 1.16 | $ | (0.04) | $ | 2.34 | $ | 0.86 | ||||
| Diluted earnings (loss) per share | $ | 1.14 | $ | (0.04) | $ | 2.30 | $ | 0.86 | ||||
| Adjusted Results (b): | Second Quarter | Year to Date | ||||||||||
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Adjusted EBITDA | $ | 117.0 | $ | 98.5 | $ | 228.2 | $ | 194.2 | ||||
| Adjusted EBITDA margin | 17.4 | % | 14.0 | % | 16.9 | % | 13.8 | % | ||||
| Adjusted net income attributable to Korn Ferry | $ | 64.7 | $ | 51.0 | $ | 127.8 | $ | 102.5 | ||||
| Adjusted basic earnings per share | $ | 1.23 | $ | 0.98 | $ | 2.42 | $ | 1.97 | ||||
| Adjusted diluted earnings per share | $ | 1.21 | $ | 0.97 | $ | 2.38 | $ | 1.96 |
______________________
(a)Numbers may not total due to rounding.
(b)Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets and restructuring charges, net when applicable. Adjusted results on a consolidated basis are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):
| Second Quarter | Year to Date | |||||||
|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||
| Integration/acquisition costs | $ | 3.9 | $ | 5.0 | $ | 5.0 | $ | 9.2 |
| Restructuring charges, net | $ | 0.6 | $ | 63.5 | $ | 0.6 | $ | 63.9 |
| Impairment of fixed assets | $ | — | $ | 1.5 | $ | — | $ | 1.6 |
| Impairment of right-of-use assets | $ | — | $ | — | $ | — | $ | 1.6 |
The Company reported fee revenue in Q2 FY'25 of $674.4 million, a decrease of 4% compared to Q2 FY'24. The decrease in fee revenue was primarily due to lower fee revenues in Professional Search & Interim and Consulting driven by a decline in demand due to the current economic environment, partially offset by an increase in Executive Search fee revenue. The impact of foreign currency was not material in the current quarter.
Operating income was $87.5 million with an operating margin of 13.0%, in Q2 FY'25, compared to $22.8 million with an operating margin of 3.2% in the year-ago quarter, an increase in operating margin of 980bps. Net income attributable to Korn Ferry was $60.8 million in Q2 FY'25, compared to net loss attributable to Korn Ferry of $1.7 million in Q2 FY'24. Adjusted EBITDA was $117.0 million in Q2 FY'25 compared to $98.5 million in Q2 FY'24. Adjusted EBITDA margin was 17.4% in Q2 FY'25, an increase of 340bps compared to the year-ago quarter.
Operating income, operating margin, and net income attributable to Korn Ferry increased as a result of decreases in restructuring charges, net, integration/acquisition costs, disciplined cost management, and lower cost of services expense compared to the year-ago quarter. These decreases in expenses were partially offset by the decrease in fee revenue discussed above.
Adjusted EBITDA and margin increased due to the same factors above excluding restructuring charges, net and integration/acquisition costs.
Results by Line of Business
Selected Consulting Data
(dollars in millions) (a)
| Second Quarter | Year to Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Fee revenue | $ | 166.8 | $ | 177.8 | $ | 334.6 | $ | 345.9 | ||||
| Total revenue | $ | 169.4 | $ | 181.0 | $ | 340.2 | $ | 351.7 | ||||
| Ending number of consultants and execution staff (b) | 1,646 | 1,780 | 1,646 | 1,780 | ||||||||
| Hours worked in thousands (c) | 398 | 431 | 793 | 858 | ||||||||
| Average bill rate (d) | $ | 419 | $ | 413 | $ | 422 | $ | 403 | ||||
| Adjusted Results (e): | Second Quarter | Year to Date | ||||||||||
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Adjusted EBITDA | $ | 29.1 | $ | 28.9 | $ | 58.4 | $ | 54.1 | ||||
| Adjusted EBITDA margin | 17.5 | % | 16.3 | % | 17.5 | % | 15.6 | % |
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(a)Numbers may not total due to rounding.
(b)Represents number of employees originating, delivering and executing consulting services.
(c)The number of hours worked by consultant and execution staff during the period.
(d)The amount of fee revenue divided by the number of hours worked by consultants and execution staff.
(e)Adjusted results exclude the following:
| Second Quarter | Year to Date | |||||||
|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||
| Restructuring charges, net | $ | 0.4 | $ | 17.6 | $ | 0.4 | $ | 17.8 |
| Impairment of right-of-use assets | $ | — | $ | — | $ | — | $ | 0.6 |
Fee revenue was $166.8 million in Q2 FY'25 compared to $177.8 million in Q2 FY'24, a decrease of $11.0 million or 6%, and was essentially flat on a sequential quarter. The year-over-year decrease in Consulting fee revenue was primarily driven by a decline in our organizational strategy and leadership and professional development offerings.
Adjusted EBITDA was $29.1 million in Q2 FY'25 compared to $28.9 million in the year-ago quarter. Adjusted EBITDA margin in the quarter increased year-over-year by 120bps to 17.5%. These increases resulted primarily from higher average bill rates with greater consultant and execution staff productivity and disciplined cost management.
Selected Digital Data
(dollars in millions) (a)
| Second Quarter | Year to Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Fee revenue | $ | 92.9 | $ | 97.1 | $ | 181.1 | $ | 185.1 | ||||
| Total revenue | $ | 93.0 | $ | 97.2 | $ | 181.2 | $ | 185.2 | ||||
| Ending number of consultants | 260 | 284 | 260 | 284 | ||||||||
| Subscription & License fee revenue | $ | 34.6 | $ | 32.4 | $ | 68.7 | $ | 64.9 | ||||
| Adjusted Results (b): | Second Quarter | Year to Date | ||||||||||
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Adjusted EBITDA | $ | 29.2 | $ | 29.0 | $ | 55.8 | $ | 53.3 | ||||
| Adjusted EBITDA margin | 31.4 | % | 29.9 | % | 30.8 | % | 28.8 | % |
______________________
(a)Numbers may not total due to rounding.
(b)Adjusted results exclude the following:
| Second Quarter | Year to Date | |||||||
|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||
| Restructuring charges, net | $ | — | $ | 8.9 | $ | — | $ | 8.9 |
| Impairment of fixed assets | $ | — | $ | 1.5 | $ | — | $ | 1.5 |
Fee revenue was $92.9 million in Q2 FY'25 compared to $97.1 million in Q2 FY'24, a decrease of $4.2 million or 4%, up 5% on a sequential quarter basis. The year-over-year decrease in fee revenue was primarily driven by a decrease in demand in our leadership and professional development offerings.
Adjusted EBITDA was $29.2 million in Q2 FY'25 compared to $29.0 million in the year-ago quarter. Adjusted EBITDA margin in the quarter increased year-over-year by 150bps to 31.4%. The increase in Adjusted EBITDA margin was mainly due to improved consultant productivity and disciplined cost management.
Selected Executive Search Data(a)
(dollars in millions) (b)
| Second Quarter | Year to Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Fee revenue | $ | 206.0 | $ | 203.0 | $ | 414.6 | $ | 408.2 | ||||
| Total revenue | $ | 208.0 | $ | 204.8 | $ | 418.3 | $ | 412.4 | ||||
| Ending number of consultants | 555 | 586 | 555 | 586 | ||||||||
| Average number of consultants | 557 | 599 | 549 | 594 | ||||||||
| Engagements billed | 3,566 | 3,488 | 5,474 | 5,555 | ||||||||
| New engagements (c) | 1,567 | 1,531 | 3,123 | 3,080 | ||||||||
| Adjusted Results (d): | Second Quarter | Year to Date | ||||||||||
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Adjusted EBITDA | $ | 51.4 | $ | 39.7 | $ | 100.8 | $ | 82.2 | ||||
| Adjusted EBITDA margin | 24.9 | % | 19.6 | % | 24.3 | % | 20.1 | % |
______________________
(a)Executive Search is the sum of the individual Executive Search Reporting Segments described in our annual and quarterly reporting on Forms 10-K and 10-Q and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Lines of Business, and financial metrics used by the Company’s investor base.
(b)Numbers may not total due to rounding.
(c)Represents new engagements opened in the respective period.
(d)Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures that adjust for the following:
| Second Quarter | Year to Date | |||||||
|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||
| Restructuring charges, net | $ | 0.2 | $ | 25.7 | $ | 0.2 | $ | 25.9 |
| Impairment of right-of-use assets | $ | — | $ | — | $ | — | $ | 0.9 |
| Impairment of fixed assets | $ | — | $ | — | $ | — | $ | 0.1 |
Fee revenue was $206.0 million in Q2 FY'25, an increase of $3.0 million or 1% compared to the year-ago quarter and essentially flat on a sequential quarter. The year-over-year increase in fee revenue was primarily driven by an increase in the number of engagements billed.
Adjusted EBITDA was $51.4 million in Q2 FY'25 compared to $39.7 million in the year-ago quarter. Adjusted EBITDA margin increased by 530bps to 24.9% in Q2 FY'25. The increase in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to higher consultant productivity and disciplined cost management.
Selected Professional Search & Interim Data
(dollars in millions) (a)
| Second Quarter | Year to Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Fee revenue | $ | 121.1 | $ | 138.4 | $ | 242.8 | $ | 280.6 | ||||
| Total revenue | $ | 122.0 | $ | 139.5 | $ | 244.7 | $ | 282.5 | ||||
| Permanent Placement: | ||||||||||||
| Fee revenue | $ | 52.8 | $ | 56.5 | $ | 105.0 | $ | 114.8 | ||||
| Engagements billed | 1,740 | 2,018 | 2,844 | 3,455 | ||||||||
| New engagements (b) | 947 | 1,184 | 1,919 | 2,419 | ||||||||
| Ending number of consultants | 292 | 383 | 292 | 383 | ||||||||
| Interim: | ||||||||||||
| Fee revenue | $ | 68.3 | $ | 81.9 | $ | 137.8 | $ | 165.8 | ||||
| Average bill rate (c) | $ | 140 | $ | 126 | $ | 137 | $ | 124 | ||||
| Average weekly billable consultants (d) | 980 | 1,336 | 1,024 | 1,387 | ||||||||
| Adjusted Results (e): | Second Quarter | Year to Date | ||||||||||
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Adjusted EBITDA | $ | 27.2 | $ | 25.6 | $ | 52.9 | $ | 50.0 | ||||
| Adjusted EBITDA margin | 22.5 | % | 18.5 | % | 21.8 | % | 17.8 | % |
_____________________
(a)Numbers may not total due to rounding.
(b)Represents new engagements opened in the respective period.
(c)Fee revenue from interim divided by the number of hours worked by consultants.
(d)The number of billable consultants based on a weekly average in the respective period.
(e)Adjusted results exclude the following:
| Second Quarter | Year to Date | |||||||
|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||
| Integration/acquisition costs | $ | 1.4 | $ | 4.9 | $ | 2.5 | $ | 8.9 |
| Restructuring charges, net | $ | — | $ | 3.8 | $ | — | $ | 3.8 |
Fee revenue was $121.1 million in Q2 FY'25, a decrease of $17.3 million or 13% compared to the year-ago quarter and essentially flat on a sequential quarter basis. The year-over-year decrease is primarily due to lower demand in the current economic environment.
Adjusted EBITDA was $27.2 million in Q2 FY'25 compared to $25.6 million in the year-ago quarter. Adjusted EBITDA margin increased year-over-year by 400bps to 22.5%. The increase in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to a higher average bill rate in Interim, increased consultant productivity in Permanent Placement and disciplined cost management.
Selected Recruitment Process Outsourcing ("RPO") Data
(dollars in millions) (a)
| Second Quarter | Year to Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Fee revenue | $ | 87.6 | $ | 87.7 | $ | 176.1 | $ | 183.4 | ||||
| Total revenue | $ | 89.6 | $ | 90.1 | $ | 180.3 | $ | 186.9 | ||||
| Remaining revenue under contract (b) | $ | 659.2 | $ | 680.5 | $ | 659.2 | $ | 680.5 | ||||
| RPO new business (c) | $ | 101.1 | $ | 140.9 | $ | 204.7 | $ | 189.1 | ||||
| Adjusted Results (d): | Second Quarter | Year to Date | ||||||||||
| FY’25 | FY’24 | FY’25 | FY’24 | |||||||||
| Adjusted EBITDA | $ | 12.9 | $ | 8.9 | $ | 25.4 | $ | 19.3 | ||||
| Adjusted EBITDA margin | 14.7 | % | 10.1 | % | 14.4 | % | 10.5 | % |
______________________
(a)Numbers may not total due to rounding.
(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.
(c)Estimated total value of a contract at the point of execution of the contract.
(d)Adjusted results exclude the following:
| Second Quarter | Year to Date | |||||||
|---|---|---|---|---|---|---|---|---|
| FY’25 | FY’24 | FY’25 | FY’24 | |||||
| Restructuring charges, net | $ | — | $ | 7.2 | $ | — | $ | 7.2 |
| Impairment of right-of-use assets | $ | — | $ | — | $ | — | $ | 0.1 |
Fee revenue was $87.6 million in Q2 FY'25, essentially flat compared to the year-ago quarter and sequential quarter.
Adjusted EBITDA was $12.9 million in Q2 FY'25 compared to $8.9 million in the year-ago quarter. Adjusted EBITDA margin increased 460bps to 14.7% in Q2 FY'25. The increase in Adjusted EBITDA and Adjusted EBITDA margin both resulted from greater execution staff productivity and disciplined cost management.
Outlook
Assuming worldwide geopolitical conditions, economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated basis:
▪Q3 FY’25 fee revenue is expected to be in the range of $635 million and $665 million; and
▪Q3 FY’25 diluted earnings per share is expected to range between $1.02 to $1.16.
On a consolidated adjusted basis:
▪Q3 FY’25 adjusted diluted earnings per share is expected to be in the range from $1.06 to $1.18.
| Q3 FY’25<br>Earnings Per Share Outlook | ||||
|---|---|---|---|---|
| Low | High | |||
| Consolidated diluted earnings per share | $ | 1.02 | $ | 1.16 |
| Integration/acquisition costs | 0.05 | 0.03 | ||
| Tax rate impact | (0.01) | (0.01) | ||
| Consolidated adjusted diluted earnings per share(1) | $ | 1.06 | $ | 1.18 |
______________________
(1)Consolidated adjusted diluted earnings per share is a non-GAAP financial measure that excludes the items listed in the table.
Earnings Conference Call Webcast
The earnings conference call will be held today at 12:00 PM (EST) and hosted by CEO Gary Burnison, CFO Robert Rozek, SVP Business Development & Analytics Gregg Kvochak and VP Investor Relations Tiffany Louder. The conference call will be webcast and available online at ir.kornferry.com. We will also post to the investor relations section of our website earnings slides, which will accompany our webcast, and other important information, and encourage you to review the information that we make available on our website.
About Korn Ferry
Korn Ferry is a global organizational consulting firm. We help clients synchronize strategy and talent to drive superior performance. We work with organizations to design their structures, roles, and responsibilities. We help them hire the right people to bring their strategy to life. And we advise them on how to reward, develop, and motivate their people. Visit kornferry.com for more information.
Forward-Looking Statements
Statements in this press release and our conference call that relate to our outlook, projections, goals, strategies, future plans and expectations, including statements relating to expected demand for and relevance of our products and services, expected results of our business diversification strategy, expected benefits of the acquisition of Trilogy, and other statements of future events or conditions are forward-looking statements that involve a number of risks and uncertainties. Words such as “believes”, “expects”, “anticipates”, “goals”, “estimates”, “guidance”, “may”, “should”, “could”, “will” or “likely”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on such statements. Such statements are based on current expectations; actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry. The potential risks and uncertainties include those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, interest rates, global slowdowns, or recessions, competition, geopolitical tensions, shifts in global trade patterns, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, impact of inflationary pressures on our profitability, our ability to maintain relationships with customers and suppliers and retaining key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, consolidation of or within the industries we serve, changes and developments in government laws and regulations, evolving investor and customer expectations with regard to environmental, social and governance matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of recent workforce, real estate, and other restructuring initiatives, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property ("IP"), our ability to enhance, develop and respond to new technology, including artificial intelligence, our ability to successfully recover from a disaster or other business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, treaties, or regulations on our business and our Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, the utilization and billing rates of our consultants, seasonality, the expansion of social media platforms, the ability to effect acquisitions and integrate acquired businesses, resulting organizational changes, our indebtedness, and those relating to the ultimate magnitude and duration of any pandemic or outbreaks. For a detailed description of risks and uncertainties that could cause differences from our expectations, please refer to Korn Ferry’s periodic filings with the Securities and Exchange Commission. Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Non-GAAP Financial Measures
This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In particular, it includes:
•Adjusted net income attributable to Korn Ferry, adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets and restructuring charges, net of income tax effect;
•Adjusted basic and diluted earnings per share, adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets and restructuring charges, net of income tax effect;
•Constant currency (calculated using a quarterly average) percentages that represent the percentage change that would have resulted had exchange rates in the prior period been the same as those in effect in the current period; and
•Consolidated and Executive Search Adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets and restructuring charges, net when applicable, and Consolidated and Executive Search Adjusted EBITDA margin.
This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Management believes the presentation of non-GAAP financial measures in this press release provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain charges that may not be indicative of Korn Ferry’s ongoing operating results. These non-GAAP financial measures are performance measures and are not indicative of the liquidity of Korn Ferry. These charges, which are described in the footnotes in the attached reconciliations, represent 1) costs we incurred to acquire and integrate a portion of our Professional Search & Interim business, 2) impairment of fixed assets primarily due to software impairment charge in our Digital segment, 3) impairment of right-of-use assets due to the decision to terminate and sublease some of our offices and 4) restructuring charges, net to align workforce to the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic and geopolitical uncertainty. The use of non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance. Korn Ferry includes non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry’s ongoing operations and financial and operational decision-making. Adjusted net income attributable to Korn Ferry, adjusted basic and diluted earnings per share and Consolidated and Executive Search Adjusted EBITDA, exclude certain charges that management does not consider on-going in nature and allows management and investors to make more meaningful period-to-period comparisons of the Company’s operating results. Management further believes that Consolidated and Executive Search Adjusted EBITDA is useful to investors because it is frequently used by investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes and capitalized asset values, all of which can vary substantially from company to company. In the case of constant currency percentages, management believes the presentation of such information provides useful supplemental information regarding Korn Ferry's performance as excluding the impact of exchange rate changes on Korn Ferry's financial performance allows investors to make more meaningful period-to-period comparisons of the Company’s operating results, to better identify operating trends that may otherwise be masked or distorted by exchange rate changes and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry's ongoing operations and financial and operational decision-making.
[Tables attached]
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| Three Months Ended<br> October 31, | Six Months Ended<br> October 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| (unaudited) | ||||||||
| Fee revenue | $ | 674,365 | $ | 704,003 | $ | 1,349,311 | $ | 1,403,192 |
| Reimbursed out-of-pocket engagement expenses | 7,595 | 8,444 | 15,410 | 15,517 | ||||
| Total revenue | 681,960 | 712,447 | 1,364,721 | 1,418,709 | ||||
| Compensation and benefits | 437,427 | 453,859 | 889,202 | 933,740 | ||||
| General and administrative expenses | 64,541 | 65,737 | 124,540 | 131,654 | ||||
| Reimbursed expenses | 7,595 | 8,444 | 15,410 | 15,517 | ||||
| Cost of services | 64,657 | 78,512 | 132,201 | 155,702 | ||||
| Depreciation and amortization | 19,688 | 19,554 | 39,266 | 38,566 | ||||
| Restructuring charges, net | 576 | 63,525 | 576 | 63,946 | ||||
| Total operating expenses | 594,484 | 689,631 | 1,201,195 | 1,339,125 | ||||
| Operating income | 87,476 | 22,816 | 163,526 | 79,584 | ||||
| Other income (loss), net | 5,391 | (13,835) | 19,896 | (258) | ||||
| Interest expense, net | (5,626) | (6,596) | (9,571) | (11,336) | ||||
| Income before provision for income taxes | 87,241 | 2,385 | 173,851 | 67,990 | ||||
| Income tax provision | 24,898 | 2,341 | 47,252 | 20,761 | ||||
| Net income | 62,343 | 44 | 126,599 | 47,229 | ||||
| Net income attributable to noncontrolling interest | (1,543) | (1,755) | (3,195) | (2,335) | ||||
| Net income (loss) attributable to Korn Ferry | $ | 60,800 | $ | (1,711) | $ | 123,404 | $ | 44,894 |
| Earnings (loss) per common share attributable to Korn Ferry: | ||||||||
| Basic | $ | 1.16 | $ | (0.04) | $ | 2.34 | $ | 0.86 |
| Diluted | $ | 1.14 | $ | (0.04) | $ | 2.30 | $ | 0.86 |
| Weighted-average common shares outstanding: | ||||||||
| Basic | 51,957 | 51,328 | 51,953 | 51,131 | ||||
| Diluted | 52,750 | 51,328 | 52,864 | 51,401 | ||||
| Cash dividends declared per share: | $ | 0.37 | $ | 0.18 | $ | 0.74 | $ | 0.36 |
KORN FERRY AND SUBSIDIARIES
FINANCIAL SUMMARY BY REPORTING SEGMENT
(dollars in thousands)
(unaudited)
| Three Months Ended October 31, | Six Months Ended October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||
| Fee revenue: | ||||||||||||
| Consulting | $ | 166,771 | $ | 177,795 | (6.2 | %) | $ | 334,641 | $ | 345,883 | (3.3 | %) |
| Digital | 92,893 | 97,092 | (4.3 | %) | 181,073 | 185,078 | (2.2 | %) | ||||
| Executive Search: | ||||||||||||
| North America | 129,891 | 132,512 | (2.0 | %) | 264,643 | 260,010 | 1.8 | % | ||||
| EMEA | 46,788 | 43,098 | 8.6 | % | 92,769 | 89,874 | 3.2 | % | ||||
| Asia Pacific | 21,464 | 19,304 | 11.2 | % | 42,043 | 43,843 | (4.1 | %) | ||||
| Latin America | 7,856 | 8,079 | (2.8 | %) | 15,179 | 14,500 | 4.7 | % | ||||
| Total Executive Search (a) | 205,999 | 202,993 | 1.5 | % | 414,634 | 408,227 | 1.6 | % | ||||
| Professional Search & Interim | 121,107 | 138,384 | (12.5 | %) | 242,848 | 280,563 | (13.4 | %) | ||||
| RPO | 87,595 | 87,739 | (0.2 | %) | 176,115 | 183,441 | (4.0 | %) | ||||
| Total fee revenue | 674,365 | 704,003 | (4.2 | %) | 1,349,311 | 1,403,192 | (3.8 | %) | ||||
| Reimbursed out-of-pocket engagement expenses | 7,595 | 8,444 | (10.1 | %) | 15,410 | 15,517 | (0.7 | %) | ||||
| Total revenue | $ | 681,960 | $ | 712,447 | (4.3 | %) | $ | 1,364,721 | $ | 1,418,709 | (3.8 | %) |
(a)Total Executive Search is the sum of the individual Executive Search Reporting Segments and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Lines of Business, and financial metrics used by the Company’s investor base.
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
| October 31,<br>2024 | April 30,<br><br>2024 (1) | |||
|---|---|---|---|---|
| (unaudited) | ||||
| ASSETS | ||||
| Cash and cash equivalents | $ | 694,850 | $ | 941,005 |
| Marketable securities | 40,658 | 42,742 | ||
| Receivables due from clients, net of allowance for doubtful accounts of $43,862 and $44,192 at October 31, 2024 and April 30, 2024, respectively | 579,696 | 541,014 | ||
| Income taxes and other receivables | 55,033 | 40,696 | ||
| Unearned compensation | 64,265 | 59,247 | ||
| Prepaid expenses and other assets | 47,945 | 49,456 | ||
| Total current assets | 1,482,447 | 1,674,160 | ||
| Marketable securities, non-current | 231,956 | 211,681 | ||
| Property and equipment, net | 160,805 | 161,849 | ||
| Operating lease right-of-use assets, net | 162,441 | 160,464 | ||
| Cash surrender value of company-owned life insurance policies, net of loans | 236,928 | 218,977 | ||
| Deferred income taxes | 122,344 | 133,564 | ||
| Goodwill | 908,662 | 908,376 | ||
| Intangible assets, net | 76,504 | 88,833 | ||
| Unearned compensation, non-current | 122,263 | 99,913 | ||
| Investments and other assets | 22,303 | 21,052 | ||
| Total assets | $ | 3,526,653 | $ | 3,678,869 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Accounts payable | $ | 44,051 | $ | 50,112 |
| Income taxes payable | 14,652 | 24,076 | ||
| Compensation and benefits payable | 346,434 | 525,466 | ||
| Operating lease liability, current | 38,526 | 36,073 | ||
| Other accrued liabilities | 274,120 | 298,792 | ||
| Total current liabilities | 717,783 | 934,519 | ||
| Deferred compensation and other retirement plans | 458,089 | 440,396 | ||
| Operating lease liability, non-current | 142,415 | 143,507 | ||
| Long-term debt | 397,336 | 396,946 | ||
| Deferred tax liabilities | 5,542 | 4,540 | ||
| Other liabilities | 22,623 | 21,636 | ||
| Total liabilities | 1,743,788 | 1,941,544 | ||
| Stockholders' equity | ||||
| Common stock: $0.01 par value, 150,000 shares authorized, 78,232 and 77,460 shares issued and 51,748 and 51,983 shares outstanding at October 31, 2024 and April 30, 2024, respectively | 368,260 | 414,885 | ||
| Retained earnings | 1,509,986 | 1,425,844 | ||
| Accumulated other comprehensive loss, net | (100,501) | (107,671) | ||
| Total Korn Ferry stockholders' equity | 1,777,745 | 1,733,058 | ||
| Noncontrolling interest | 5,120 | 4,267 | ||
| Total stockholders' equity | 1,782,865 | 1,737,325 | ||
| Total liabilities and stockholders' equity | $ | 3,526,653 | $ | 3,678,869 |
(1)Information is derived from audited financial statements included in Form 10-K.
KORN FERRY AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(dollars in thousands, except per share amounts)
(unaudited)
| Three Months Ended<br> October 31, | Six Months Ended<br> October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income (loss) attributable to Korn Ferry | $ | 60,800 | $ | (1,711) | $ | 123,404 | $ | 44,894 | ||||
| Net income attributable to non-controlling interest | 1,543 | 1,755 | 3,195 | 2,335 | ||||||||
| Net income | 62,343 | 44 | 126,599 | 47,229 | ||||||||
| Income tax provision | 24,898 | 2,341 | 47,252 | 20,761 | ||||||||
| Income before provision for income taxes | 87,241 | 2,385 | 173,851 | 67,990 | ||||||||
| Other (income) loss, net | (5,391) | 13,835 | (19,896) | 258 | ||||||||
| Interest expense, net | 5,626 | 6,596 | 9,571 | 11,336 | ||||||||
| Operating income | 87,476 | 22,816 | 163,526 | 79,584 | ||||||||
| Depreciation and amortization | 19,688 | 19,554 | 39,266 | 38,566 | ||||||||
| Other income (loss), net | 5,391 | (13,835) | 19,896 | (258) | ||||||||
| Integration/acquisition costs (1) | 3,896 | 5,030 | 4,972 | 9,158 | ||||||||
| Impairment of fixed assets (2) | — | 1,452 | — | 1,575 | ||||||||
| Impairment of right-of-use assets (3) | — | — | — | 1,629 | ||||||||
| Restructuring charges, net (4) | 576 | 63,525 | 576 | 63,946 | ||||||||
| Adjusted EBITDA | $ | 117,027 | $ | 98,542 | $ | 228,236 | $ | 194,200 | ||||
| Operating margin | 13.0 | % | 3.2 | % | 12.1 | % | 5.7 | % | ||||
| Depreciation and amortization | 2.9 | % | 2.8 | % | 2.9 | % | 2.7 | % | ||||
| Other income (loss), net | 0.8 | % | (1.9 | %) | 1.5 | % | 0.0 | % | ||||
| Integration/acquisition costs (1) | 0.6 | % | 0.7 | % | 0.4 | % | 0.7 | % | ||||
| Impairment of fixed assets (2) | — | % | 0.2 | % | — | % | 0.1 | % | ||||
| Impairment of right-of-use assets (3) | — | % | — | % | — | % | 0.1 | % | ||||
| Restructuring charges, net (4) | 0.1 | % | 9.0 | % | 0.0 | % | 4.5 | % | ||||
| Adjusted EBITDA margin | 17.4 | % | 14.0 | % | 16.9 | % | 13.8 | % | ||||
| Net income (loss) attributable to Korn Ferry | $ | 60,800 | $ | (1,711) | $ | 123,404 | $ | 44,894 | ||||
| Integration/acquisition costs (1) | 3,896 | 5,030 | 4,972 | 9,158 | ||||||||
| Impairment of fixed assets (2) | — | 1,452 | — | 1,575 | ||||||||
| Impairment of right-of-use assets (3) | — | — | — | 1,629 | ||||||||
| Restructuring charges, net (4) | 576 | 63,525 | 576 | 63,946 | ||||||||
| Tax effect on the adjusted items (5) | (585) | (17,252) | (1,145) | (18,671) | ||||||||
| Adjusted net income attributable to Korn Ferry | $ | 64,687 | $ | 51,044 | $ | 127,807 | $ | 102,531 | ||||
| Basic earnings (loss) per common share | $ | 1.16 | $ | (0.04) | $ | 2.34 | $ | 0.86 | ||||
| Integration/acquisition costs (1) | 0.07 | 0.10 | 0.09 | 0.18 | ||||||||
| Impairment of fixed assets (2) | — | 0.03 | — | 0.03 | ||||||||
| Impairment of right-of-use assets (3) | — | — | — | 0.03 | ||||||||
| Restructuring charges, net (4) | 0.01 | 1.24 | 0.01 | 1.24 | ||||||||
| Tax effect on the adjusted items (5) | (0.01) | (0.35) | (0.02) | (0.37) | ||||||||
| Adjusted basic earnings per share | $ | 1.23 | $ | 0.98 | $ | 2.42 | $ | 1.97 | ||||
| Diluted earnings (loss) per common share | $ | 1.14 | $ | (0.04) | $ | 2.30 | $ | 0.86 | ||||
| Integration/acquisition costs (1) | 0.07 | 0.10 | 0.09 | 0.18 | ||||||||
| Impairment of fixed assets (2) | — | 0.03 | — | 0.03 | ||||||||
| Impairment of right-of-use assets (3) | — | — | — | 0.03 | ||||||||
| Restructuring charges, net (4) | 0.01 | 1.23 | 0.01 | 1.23 | ||||||||
| Tax effect on the adjusted items (5) | (0.01) | (0.35) | (0.02) | (0.37) | ||||||||
| Adjusted diluted earnings per share | $ | 1.21 | $ | 0.97 | $ | 2.38 | $ | 1.96 |
Explanation of Non-GAAP Adjustments
(1)Costs associated with current and previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses.
(2)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment.
(3)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our offices.
(4)Restructuring charges incurred to align our workforce to eliminate excess capacity resulting from challenging macroeconomic business environment.
(5)Tax effect on integration/acquisition costs, impairment of fixed assets and right-of-use assets, and restructuring charges, net.
KORN FERRY AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED
(unaudited)
| Three Months Ended October 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||||
| Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | |||||||||
| (dollars in thousands) | ||||||||||||||||
| Consulting | $ | 166,771 | $ | 169,384 | $ | 29,106 | 17.5 | % | $ | 177,795 | $ | 180,953 | $ | 28,928 | 16.3 | % |
| Digital | 92,893 | 93,038 | 29,188 | 31.4 | % | 97,092 | 97,157 | 28,983 | 29.9 | % | ||||||
| Executive Search: | ||||||||||||||||
| North America | 129,891 | 131,419 | 36,907 | 28.4 | % | 132,512 | 133,933 | 29,436 | 22.2 | % | ||||||
| EMEA | 46,788 | 47,132 | 7,487 | 16.0 | % | 43,098 | 43,315 | 5,619 | 13.0 | % | ||||||
| Asia Pacific | 21,464 | 21,540 | 4,432 | 20.6 | % | 19,304 | 19,460 | 3,875 | 20.1 | % | ||||||
| Latin America | 7,856 | 7,859 | 2,552 | 32.5 | % | 8,079 | 8,085 | 805 | 10.0 | % | ||||||
| Total Executive Search | 205,999 | 207,950 | 51,378 | 24.9 | % | 202,993 | 204,793 | 39,735 | 19.6 | % | ||||||
| Professional Search & Interim | 121,107 | 121,988 | 27,203 | 22.5 | % | 138,384 | 139,455 | 25,622 | 18.5 | % | ||||||
| RPO | 87,595 | 89,600 | 12,899 | 14.7 | % | 87,739 | 90,089 | 8,855 | 10.1 | % | ||||||
| Corporate | — | — | (32,747) | — | — | (33,581) | ||||||||||
| Consolidated | $ | 674,365 | $ | 681,960 | $ | 117,027 | 17.4 | % | $ | 704,003 | $ | 712,447 | $ | 98,542 | 14.0 | % |
| Six Months Ended October 31, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | |||||||||||||||
| Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | |||||||||
| (dollars in thousands) | ||||||||||||||||
| Consulting | $ | 334,641 | $ | 340,151 | $ | 58,400 | 17.5 | % | $ | 345,883 | $ | 351,746 | $ | 54,108 | 15.6 | % |
| Digital | 181,073 | 181,249 | 55,811 | 30.8 | % | 185,078 | 185,169 | 53,308 | 28.8 | % | ||||||
| Executive Search: | ||||||||||||||||
| North America | 264,643 | 267,506 | 72,005 | 27.2 | % | 260,010 | 263,346 | 58,192 | 22.4 | % | ||||||
| EMEA | 92,769 | 93,408 | 14,752 | 15.9 | % | 89,874 | 90,450 | 11,257 | 12.5 | % | ||||||
| Asia Pacific | 42,043 | 42,244 | 8,650 | 20.6 | % | 43,843 | 44,070 | 10,190 | 23.2 | % | ||||||
| Latin America | 15,179 | 15,185 | 5,350 | 35.2 | % | 14,500 | 14,507 | 2,546 | 17.6 | % | ||||||
| Total Executive Search | 414,634 | 418,343 | 100,757 | 24.3 | % | 408,227 | 412,373 | 82,185 | 20.1 | % | ||||||
| Professional Search & Interim | 242,848 | 244,718 | 52,909 | 21.8 | % | 280,563 | 282,524 | 49,951 | 17.8 | % | ||||||
| RPO | 176,115 | 180,260 | 25,393 | 14.4 | % | 183,441 | 186,897 | 19,326 | 10.5 | % | ||||||
| Corporate | — | — | (65,034) | — | — | (64,678) | ||||||||||
| Consolidated | $ | 1,349,311 | $ | 1,364,721 | $ | 228,236 | 16.9 | % | $ | 1,403,192 | $ | 1,418,709 | $ | 194,200 | 13.8 | % |