June 27, 2023 - EX-99.1 - 8-K: Current report filing

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Investor Relations: Tiffany Louder, (214) 310-8407

Media: Dan Gugler, (310) 226-2645

Korn Ferry Announces Fourth Quarter and Full Year FY'23

Results of Operations

Highlights

▪Korn Ferry reports Q4 FY'23 fee revenue of $730.9 million, an increase of 1% (up 3% on a constant currency basis) compared to Q4 FY’22 and full year FY'23 fee revenue of $2,835.4 million, an increase of 8% (up 12% on a constant currency basis) compared to FY'22.

▪Net income attributable to Korn Ferry for the fourth quarter and full year of FY'23 was $47.5 million and $209.5 million, respectively, while diluted and adjusted diluted earnings per share were $0.91 and $1.01 in Q4 FY'23, and were $3.95 and $4.94 for the full year, respectively.

▪Operating income and Adjusted EBITDA were $72.6 million (operating margin of 9.9%) and $97.9 million (Adjusted EBITDA margin of 13.4%), respectively, in Q4 FY'23, while full year amounts were $316.3 million (operating margin of 11.2%) and $457.3 million (Adjusted EBITDA margin of 16.1%), respectively.

▪The Company repurchased 255,000 shares of stock during the quarter for $13.4 million and paid dividends of $8.0 million.

▪On June 26, 2023, the Company increased its regular quarterly cash dividend by 20% to $0.18 per share, which is payable on July 31, 2023 to stockholders of record on July 7, 2023.

▪For the full year the Company continued to maintain its balanced approach to capital allocation by investing $254.8 million in acquisitions, investing $61.0 million in cap-ex primarily related to the Digital business and corporate infrastructure, spending $18.5 million on debt service costs, and returning $93.9 million and $33.0 million to shareholders in the form of share repurchases and dividends, respectively.

Los Angeles, CA, June 27, 2023 – Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced fourth quarter and annual fee revenue of $730.9 million and $2,835.4 million, respectively. In addition, fourth quarter diluted earnings per share was $0.91 and adjusted diluted earnings per share was $1.01.

“During fiscal year 2023 our fee revenue reached an all-time high of $2.84 billion, up 8% at actual, 12% constant currency. The story of this period though is really about the success of our diversification strategy, set forth over the past few years, which has created new revenue streams and offerings, as clearly evidenced by our clients and in our results,” said Gary D. Burnison, CEO, Korn Ferry.

“In FY’23 we added a completely new capability – an interim and transition management business with more than $400 million of annual revenue on a run rate basis,” added Burnison. “Additionally, the Consulting and Digital businesses have never been more relevant as our clients increasingly seek transformation, growth and profitability.

“With a world immersed in Generative AI, Korn Ferry will continue to invest not only in these technologies, but also in advancing our proprietary data, assessment instruments and knowledge as these will be the ultimate differentiators.”

Selected Financial Results

(dollars in millions, except per share amounts) (a)


	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	730.9		$	721.1		$	2,835.4		$	2,626.7
Total revenue	$	738.1		$	727.0		$	2,863.8		$	2,643.5
Operating income	$	72.6		$	138.8		$	316.3		$	470.1
Operating margin	9.9		%	19.2		%	11.2		%	17.9		%
Net income attributable to Korn Ferry	$	47.5		$	91.7		$	209.5		$	326.4
Basic earnings per share	$	0.91		$	1.71		$	3.98		$	6.04
Diluted earnings per share	$	0.91		$	1.70		$	3.95		$	5.98


Adjusted Results (b):	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	97.9		$	144.4		$	457.3		$	538.9
Adjusted EBITDA margin	13.4		%	20.0		%	16.1		%	20.5		%
Adjusted net income attributable to Korn Ferry	$	53.0		$	94.4		$	262.2		$	340.1
Adjusted basic earnings per share	$	1.02		$	1.77		$	4.98		$	6.30
Adjusted diluted earnings per share	$	1.01		$	1.75		$	4.94		$	6.23

______________________

(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 net restructuring charges when applicable. Adjusted results on a consolidated basis are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):


	Fourth Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Integration/acquisition costs	$	5.5	$	3.6	$	14.9	$	7.9
Impairment of fixed assets	$	—	$	—	$	4.4	$	1.9
Impairment of right of use assets	$	—	$	—	$	5.5	$	7.4
Restructuring charges, net	$	1.4	$	—	$	42.6	$	—

Fiscal 2023 Fourth Quarter Results

The Company reported fee revenue in Q4 FY'23 of $730.9 million, an increase of 1% (up 3% on a constant currency basis) compared to Q4 FY’22. Fee revenue increased primarily due to an increase in the Interim portion of Professional Search & Interim, resulting from the acquisitions of Patina, Infinity Consulting Solutions and Salo (collectively, the "acquisitions"). This was partially offset by decreases in Executive Search, the Permanent Placement portion of Professional Search & Interim and RPO mainly due to a decline in demand driven by global economic factors.

Operating margin was 9.9% in Q4 FY'23, compared to 19.2% in the year-ago quarter. Adjusted EBITDA margin was 13.4% in Q4 FY'23, compared to 20.0% in the year-ago quarter. Net income attributable to Korn Ferry was $47.5 million in Q4 FY'23, compared to $91.7 million in Q4 FY’22 and Adjusted EBITDA was $97.9 million in Q4 FY'23, compared to $144.4 million in Q4 FY’22.

Operating margin and Adjusted EBITDA margin decreased primarily due to a change in fee revenue mix, with fee revenue decreasing in Executive Search and Permanent Placement, which have higher margins, and being replaced with fee revenue in Interim that has lower margins, but is more resilient to economic factors and in line with our strategy.

Fiscal 2023 Full Year Results

The Company reported fee revenue in FY'23 of $2,835.4 million, an increase of 8% (up 12% on a constant currency basis) compared to FY'22. Fee revenue increased in all lines of business except Executive Search which was down about 6% compared to FY22 mainly due to a decline in demand driven by global economic factors. The acquisitions included in Professional Search & Interim segment were a significant factor in the increase in fee revenue compared to FY22.

Operating margin was 11.2% in FY’23, compared to 17.9% in FY'22. Adjusted EBITDA margin was 16.1% in FY'23 compared to 20.5% in FY'22. Net income attributable to Korn Ferry was $209.5 million in FY'23 as compared to $326.4 million in FY’22 and Adjusted EBITDA was $457.3 million in FY’23 as compared to $538.9 million in FY’22.

Operating margin decreased primarily due to a change in fee revenue mix, with a decrease in fee revenue in Executive Search and Permanent Placement, which have higher margins, and being replaced with fee revenue in Interim that has lower margins, but is more resilient to economic factors and in line with our strategy and was also impacted by an increase in restructuring charges, net recorded in FY'23.

The decline in Adjusted EBITDA margin was primarily due to the change in fee revenue mix discussed above.

Results by Line of Business

Selected Consulting Data

(dollars in millions) (a)


	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	175.3		$	173.9		$	677.0		$	650.2
Total revenue	$	178.0		$	175.6		$	687.0		$	654.2

Ending number of consultants and execution staff (b)	1,853			1,841			1,853			1,841
Hours worked in thousands (c)	450			471			1,790			1,766
Average bill rate (d)	$	390		$	369		$	378		$	368

Adjusted Results (e):	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	24.6		$	30.7		$	108.5		$	116.1
Adjusted EBITDA margin	14.0		%	17.6		%	16.0		%	17.9		%

______________________

(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:


	Fourth Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	—	$	2.8	$	0.3
Impairment of right of use assets	$	—	$	—	$	3.1	$	2.5
Restructuring charges, net	$	0.8	$	—	$	11.6	$	—

Fee revenue was $175.3 million in Q4 FY'23 compared to $173.9 million in Q4 FY’22, an increase of $1.4 million or 1% (up 3% on a constant currency basis). Consulting saw growth in our core solution Organizational Strategy, partially offset by a decline in fee revenue from Leadership Development.

Adjusted EBITDA was $24.6 million in Q4 FY'23 with an Adjusted EBITDA margin of 14.0% compared to Adjusted EBITDA of $30.7 million with an associated margin of 17.6% in the year-ago quarter. This decrease in Adjusted EBITDA resulted primarily from an increase in compensation and benefits expense due to higher performance-related bonus expense, partially offset by an increase in fee revenue.

Selected Digital Data

(dollars in millions) (a)


	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	91.5		$	89.5		$	354.7		$	349.0
Total revenue	$	91.5		$	89.5		$	355.0		$	349.4

Ending number of consultants	347			305			347			305
Subscription & License fee revenue	$	31.6		$	29.1		$	119.7		$	108.7

Adjusted Results (b):	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	23.6		$	27.7		$	97.5		$	110.1
Adjusted EBITDA margin	25.8		%	31.0		%	27.5		%	31.5		%

______________________

(a)Numbers may not total due to rounding.

(b)Adjusted results exclude the following:


	Fourth Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	—	$	1.5	$	0.2
Impairment of right of use assets	$	—	$	—	$	1.7	$	1.3
Restructuring charges, net	$	—	$	—	$	2.9	$	—

Fee revenue was $91.5 million in Q4 FY'23 compared to $89.5 million in Q4 FY’22, an increase of $2.0 million or 2% (up 5% on a constant currency basis). The accumulation of sales of subscriptions in fiscal 2023 has created year-over-year growth in subscription based revenue with increases in both sales effectiveness and total rewards tools.

Adjusted EBITDA was $23.6 million in Q4 FY'23 with an Adjusted EBITDA margin of 25.8% compared to $27.7 million and 31.0%, respectively, in the year-ago quarter. The decrease in Adjusted EBITDA and Adjusted EBITDA margin resulted from an increase in compensation and benefits primarily due to an increase in average headcount compared to the year-ago quarter, partially offset by an increase in fee revenue discussed above.

Selected Executive Search Data(a)

(dollars in millions) (b)


	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	212.6		$	244.2		$	875.8		$	935.6
Total revenue	$	214.6		$	245.7		$	883.3		$	939.9

Ending number of consultants	602			587			602			587
Average number of consultants	609			584			594			555
Engagements billed	3,772			4,417			10,091			11,085
New engagements (c)	1,508			1,851			6,343			7,213

Adjusted Results (d):	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	42.7		$	64.2		$	205.8		$	257.6
Adjusted EBITDA margin	20.1		%	26.3		%	23.5		%	27.5		%

______________________

(a)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.

(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:


	Fourth Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	—	$	—	$	0.1
Impairment of right of use assets	$	—	$	—	$	—	$	0.9
Restructuring charges, net	$	0.6	$	—	$	20.1	$	—

Fee revenue was $212.6 million and $244.2 million in Q4 FY'23 and Q4 FY’22, respectively, a year-over-year decrease of 13% (down 11% on a constant currency basis). Fee revenue saw a decline in all regions of Executive Search as a result of a 15% decrease in the number of engagements billed, partially offset by a 4% increase in weighted-average fee billed per engagement (calculated using local currency).

Adjusted EBITDA was $42.7 million in Q4 FY'23 with an Adjusted EBITDA margin of 20.1% compared to Adjusted EBITDA of $64.2 million and an Adjusted EBITDA margin of 26.3%, respectively, in the year-ago quarter. The decrease in Adjusted EBITDA was primarily due to the decrease in fee revenue discussed above, partially offset by a decrease in performance-related bonus expense.

Selected Professional Search & Interim Data(a)

(dollars in millions) (b)


	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	151.7		$	100.7		$	503.4		$	297.1
Total revenue	$	152.6		$	101.1		$	507.1		$	298.0

Permanent Placement:
Fee revenue	$	62.5		$	81.5		$	281.1		$	262.9
Engagements billed (c)	2,304			2,892			7,435			6,633
New engagements (d)	1,364			1,904			6,486			5,633
Ending number of consultants (e)	401			479			401			479
Interim: (started in Q3 FY'22)
Fee revenue	$	89.2		$	19.2		$	222.3		$	34.2
Average bill rate (f)	$	124		$	104		$	115		$	98
Average weekly billable consultants (g)	1,683			406			1,079			388

Adjusted Results (h):	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	27.3		$	33.4		$	110.9		$	106.0
Adjusted EBITDA margin	18.0		%	33.2		%	22.0		%	35.7		%

_____________________

(a)In the first quarter of fiscal 2023, the Company changed the composition of its global segments. Professional Search & Interim segment represents the single hire to multi hire permanent placement and interim business that was previously included in the RPO & Professional Search segment. Segment data for Q4 FY’22 and year to date FY'22 has been recast to reflect the division of the RPO & Professional Search segment into the RPO segment and Professional Search & Interim segment.

(b)Numbers may not total due to rounding.

(c)Represents engagements billed for professional search.

(d)Represents new engagements opened for professional search in the respective period.

(e)Represents number of employees originating professional search.

(f)Fee revenue from interim divided by the number of hours worked by consultants.

(g)The number of billable consultants based on a weekly average in the respective period.

(h)Adjusted results exclude the following:


	Fourth Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	—	$	0.1	$	0.9
Impairment of right of use assets	$	—	$	—	$	0.6	$	1.4
Integration/acquisition costs	$	4.3	$	2.3	$	11.0	$	3.7
Restructuring charges, net	$	—	$	—	$	4.8	$	—

Fee revenue was $151.7 million in Q4 FY'23, an increase of $51.0 million or 51% (up 52% on a constant currency basis), compared to the year-ago quarter. The increase in fee revenue was mainly driven by the acquisitions, partially offset by a decrease in Permanent Placement fee revenue.

Adjusted EBITDA was $27.3 million in Q4 FY'23 with an Adjusted EBITDA margin of 18.0% compared to $33.4 million and 33.2%, respectively, in the year-ago quarter. The decrease in Adjusted EBITDA margin was primarily due to a change in the revenue mix with decreases in Permanent Placement fee revenue being more than offset by an increase in fee revenue from Interim due to the acquisitions, which have lower margins but are more resilient to economic factors and in line with our strategy.

Selected RPO Data(a)

(dollars in millions) (b)


	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	99.8		$	112.8		$	424.6		$	394.8
Total revenue	$	101.4		$	115.0		$	431.5		$	401.9

Remaining revenue under contract(c)	$	776.7		$	776.8		$	776.7		$	776.8
RPO new business(d)	$	115.1		$	212.7		$	597.8		$	597.1

Adjusted Results (e):	Fourth Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	9.0		$	17.4		$	52.6		$	59.1
Adjusted EBITDA margin	9.0		%	15.4		%	12.4		%	15.0		%

______________________

(a)In the first quarter of fiscal 2023, the Company changed the composition of its global segments. RPO segment represents the recruitment outsourcing business that was previously included in the RPO & Professional Search segment. Segment data for Q4 FY’22 and year to date FY'22 has been recast to reflect the division of the RPO & Professional Search segment into a RPO segment and Professional Search & Interim segment.

(b)Numbers may not total due to rounding.

(c)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(d)Estimated total value of a contract at the point of execution of the contract.

(e)Adjusted results exclude the following:


	Fourth Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	—	$	—	$	0.4
Impairment of right of use assets	$	—	$	—	$	0.1	$	1.2
Restructuring charges, net	$	—	$	—	$	3.1	$	—

Fee revenue was $99.8 million in Q4 FY'23, a decrease of $13.0 million or 12% (down 9% on a constant currency basis), compared to the year-ago quarter. RPO fee revenue decreased due to a decline in demand driven by global economic factors.

Adjusted EBITDA was $9.0 million in Q4 FY'23 with an Adjusted EBITDA margin of 9.0% compared to $17.4 million and 15.4%, respectively, in the year-ago quarter. The decrease in Adjusted EBITDA was primarily due to the decrease in fee revenue, partially offset by a decrease in compensation and benefits expense.

Outlook

Assuming no new major pandemic related lockdowns or further changes in worldwide geopolitical conditions, economic conditions, financial markets or foreign exchange rates, on a consolidated basis:

▪Q1 FY’24 fee revenue is expected to be in the range of $668 million and $698 million; and

▪Q1 FY’24 diluted earnings per share is expected to range between $0.78 to $0.95.

On a consolidated adjusted basis:

▪Q1 FY’24 adjusted diluted earnings per share is expected to be in the range from $0.84 to $1.00.


	Q1 FY’24 Earnings Per Share Outlook
	Low		High

Consolidated diluted earnings per share	$	0.78	$	0.95
Integration/acquisition costs	0.09		0.07
Tax rate Impact	(0.03)		(0.02)
Consolidated adjusted diluted earnings per share(1)	$	0.84	$	1.00

______________________

(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 (EDT) 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 this 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 our products and services, 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 the ultimate magnitude and duration of any pandemic or outbreaks, and related restrictions and operational requirements that apply to our business and the businesses of our clients, and any related negative impacts on our business, employees, customers and our ability to provide services in affected regions, global and local political or economic developments in or affecting countries where we have operations, including concerns regarding a potential recession, inflation, interest rates, tax rates, and economic uncertainty, competition, changes in demand for our services as a result of automation, the dependence on and costs of attracting and retaining qualified and experienced consultants, dislocation in the labor markets and increasing competition for highly skilled workers, our ability to maintain relationships with customers and suppliers and retain key employees, maintaining our brand name and professional reputation, impact of inflationary pressures on our profitability, potential legal liability and regulatory developments, the portability of client relationships, consolidation of 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, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities, changes to data security, data privacy and data protection laws, limited protection of our intellectual property, our ability to enhance and develop new technology, our ability to develop new products and services, the utilization and billing rates of our consultants, dependence on third parties for the execution of critical functions, our ability to successfully recover from a disaster or other business continuity problems, changes in our accounting estimates/assumptions, treaties, or regulations on our business and our company, impairment of goodwill and other intangible assets, deferred tax assets that we may not be able to use, our indebtedness, expansion of social media platforms, seasonality, ability to effect acquisition and integrate acquired businesses, including Infinity Consulting Solutions and Salo and employment liability risk. For a detailed description of risks and uncertainties that could cause differences, 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 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 associated with the decision to terminate and sublease some of our offices, 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 realign workforce with the Company's business needs and objectives. 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

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)


	Three Months Ended April 30,				Year Ended April 30,
	2023		2022		2023		2022

	(unaudited)
Fee revenue	$	730,874	$	721,139	$	2,835,408	$	2,626,718
Reimbursed out-of-pocket engagement expenses	7,250		5,864		28,428		16,737
Total revenue	738,124		727,003		2,863,836		2,643,455

Compensation and benefits	491,429		467,706		1,901,203		1,741,452
General and administrative expenses	66,130		62,129		268,458		237,272
Reimbursed expenses	7,250		5,864		28,428		16,737
Cost of services	81,347		36,411		238,499		114,399
Depreciation and amortization	17,976		16,140		68,335		63,521
Restructuring charges, net	1,411		—		42,573		—
Total operating expenses	665,543		588,250		2,547,496		2,173,381

Operating income	72,581		138,753		316,340		470,074
Other income (loss), net	437		(14,116)		5,261		(11,880)
Interest expense, net	(5,776)		(6,473)		(25,864)		(25,293)
Income before provision for income taxes	67,242		118,164		295,737		432,901
Income tax provision	19,108		25,105		82,683		102,056
Net income	48,134		93,059		213,054		330,845
Net income attributable to noncontrolling interest	(640)		(1,395)		(3,525)		(4,485)
Net income attributable to Korn Ferry	$	47,494	$	91,664	$	209,529	$	326,360

Earnings per common share attributable to Korn Ferry:
Basic	$	0.91	$	1.71	$	3.98	$	6.04
Diluted	$	0.91	$	1.70	$	3.95	$	5.98

Weighted-average common shares outstanding:
Basic	51,009		52,352		51,482		52,807
Diluted	51,234		52,834		51,883		53,401

Cash dividends declared per share:	$	0.15	$	0.12	$	0.60	$	0.48

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY REPORTING SEGMENT

(dollars in thousands)

(unaudited)


	Three Months Ended April 30,						Year Ended April 30,
	2023		2022		% Change		2023		2022		% Change

Fee revenue:
Consulting	$	175,270	$	173,944	0.8	%	$	677,001	$	650,204	4.1	%
Digital	91,490		89,521		2.2	%	354,651		349,025		1.6	%
Executive Search:
North America	135,300		156,232		(13.4)	%	562,139		605,704		(7.2	%)
EMEA	46,353		49,502		(6.4)	%	187,014		182,192		2.6	%
Asia Pacific	23,188		30,211		(23.2)	%	95,598		118,596		(19.4	%)
Latin America	7,764		8,254		(5.9)	%	31,047		29,069		6.8	%
Total Executive Search (a)	212,605		244,199		(12.9)	%	875,798		935,561		(6.4	%)
Professional Search & Interim	151,725		100,685		50.7	%	503,395		297,096		69.4	%
RPO	99,784		112,790		(11.5)	%	424,563		394,832		7.5	%
Total fee revenue	730,874		721,139		1.3	%	2,835,408		2,626,718		7.9	%
Reimbursed out-of-pocket engagement expenses	7,250		5,864		23.6	%	28,428		16,737		69.9	%
Total revenue	$	738,124	$	727,003	1.5	%	$	2,863,836	$	2,643,455	8.3	%

(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

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	April 30, 2023		April 30, 2022

ASSETS
Cash and cash equivalents	$	844,024	$	978,070
Marketable securities	44,837		57,244
Receivables due from clients, net of allowance for doubtful accounts of $44,377 and $36,384 at April 30, 2023 and 2022, respectively	569,601		590,260
Income taxes and other receivables	67,512		31,884
Unearned compensation	63,476		60,749
Prepaid expenses and other assets	49,219		41,763
Total current assets	1,638,669		1,759,970

Marketable securities, non-current	179,040		175,783
Property and equipment, net	161,876		138,172
Operating lease right-of-use assets, net	142,690		167,734
Cash surrender value of company-owned life insurance policies, net of loans	197,998		183,308
Deferred income taxes	102,057		84,712
Goodwill	909,491		725,592
Intangible assets, net	114,426		89,770
Unearned compensation, non-current	103,607		118,238
Investments and other assets	24,590		21,267
Total assets	$	3,574,444	$	3,464,546

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	53,386	$	50,932
Income taxes payable	19,969		34,450
Compensation and benefits payable	532,934		547,826
Operating lease liability, current	45,821		48,609
Other accrued liabilities	324,150		302,408
Total current liabilities	976,260		984,225

Deferred compensation and other retirement plans	396,534		357,175
Operating lease liability, non-current	119,220		151,212
Long-term debt	396,194		395,477
Deferred tax liabilities	5,352		2,715
Other liabilities	27,879		24,153
Total liabilities	1,921,439		1,914,957

Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 76,693 and 75,409 shares issued and 52,269 and 53,190 shares outstanding at April 30, 2023 and 2022, respectively	429,754		502,008
Retained earnings	1,311,081		1,134,523
Accumulated other comprehensive loss, net	(92,764)		(92,185)
Total Korn Ferry stockholders' equity	1,648,071		1,544,346
Noncontrolling interest	4,934		5,243
Total stockholders' equity	1,653,005		1,549,589
Total liabilities and stockholders' equity	$	3,574,444	$	3,464,546

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(dollars in thousands, except per share amounts)

(unaudited)


	Three Months Ended April 30,						Year Ended April 30,
	2023			2022			2023			2022

Net income attributable to Korn Ferry	$	47,494		$	91,664		$	209,529		$	326,360
Net income attributable to non-controlling interest	640			1,395			3,525			4,485
Net income	48,134			93,059			213,054			330,845
Income tax provision	19,108			25,105			82,683			102,056
Income before provision for income taxes	67,242			118,164			295,737			432,901
Other (income) loss, net	(437)			14,116			(5,261)			11,880
Interest expense, net	5,776			6,473			25,864			25,293
Operating income	72,581			138,753			316,340			470,074
Depreciation and amortization	17,976			16,140			68,335			63,521
Other income (loss), net	437			(14,116)			5,261			(11,880)
Integration/acquisition costs (1)	5,450			3,608			14,922			7,906
Impairment of fixed assets (2)	—			—			4,375			1,915
Impairment of right of use assets (3)	—			—			5,471			7,392
Restructuring charges, net (4)	1,411			—			42,573			—
Adjusted EBITDA	$	97,855		$	144,385		$	457,277		$	538,928

Operating margin	9.9		%	19.2		%	11.2		%	17.9		%
Depreciation and amortization	2.5		%	2.2		%	2.4		%	2.4		%
Other income (loss), net	0.1		%	(1.9)		%	0.2		%	(0.5)		%
Integration/acquisition costs (1)	0.7		%	0.5		%	0.5		%	0.3		%
Impairment of fixed assets (2)	—			—			0.1		%	0.1		%
Impairment of right of use assets (3)	—			—			0.2		%	0.3		%
Restructuring charges, net (4)	0.2		%	—			1.5		%	—
Adjusted EBITDA margin	13.4		%	20.0		%	16.1		%	20.5		%

Net income attributable to Korn Ferry	$	47,494		$	91,664		$	209,529		$	326,360
Integration/acquisition costs (1)	5,450			3,608			14,922			7,906
Impairment of fixed assets (2)	—			—			4,375			1,915
Impairment of right of use assets (3)	—			—			5,471			7,392
Restructuring charges, net (4)	1,411			—			42,573			—
Tax effect on the adjusted items (5)	(1,309)			(844)			(14,719)			(3,476)
Adjusted net income attributable to Korn Ferry	$	53,046		$	94,428		$	262,151		$	340,097

Basic earnings per common share	$	0.91		$	1.71		$	3.98		$	6.04
Integration/acquisition costs (1)	0.11			0.08			0.29			0.15
Impairment of fixed assets (2)	—			—			0.08			0.04
Impairment of right of use assets (3)	—			—			0.10			0.14
Restructuring charges, net (4)	0.03			—			0.82			—
Tax effect on the adjusted items (5)	(0.03)			(0.02)			(0.29)			(0.07)
Adjusted basic earnings per share	$	1.02		$	1.77		$	4.98		$	6.30

Diluted earnings per common share	$	0.91		$	1.70		$	3.95		$	5.98
Integration/acquisition costs (1)	0.10			0.07			0.28			0.15
Impairment of fixed assets (2)	—			—			0.08			0.03
Impairment of right of use assets (3)	—			—			0.10			0.14
Restructuring charges, net (4)	0.03			—			0.82			—
Tax effect on the adjusted items (5)	(0.03)			(0.02)			(0.29)			(0.07)
Adjusted diluted earnings per share	$	1.01		$	1.75		$	4.94		$	6.23

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 to combine the companies.

(2)Costs associated with impairment of fixed assets (i.e. leasehold improvements) due to terminating and deciding to sublease some of our office leases.

(3)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our office leases.

(4)Restructuring charges we incurred to realign workforce with business needs and objectives due to shifts in global trade lanes and persistent inflationary pressures.

(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 April 30,
	2023								2022
	Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin

	(dollars in thousands)
Consulting	$	175,270	$	177,985	$	24,558	14.0	%	$	173,944	$	175,636	$	30,650	17.6	%
Digital	91,490		91,488		23,603		25.8	%	89,521		89,543		27,720		31.0	%
Executive Search:
North America	135,300		136,926		28,686		21.2	%	156,232		157,422		43,676		28.0	%
EMEA	46,353		46,671		6,803		14.7	%	49,502		49,786		8,476		17.1	%
Asia Pacific	23,188		23,287		5,499		23.7	%	30,211		30,258		9,133		30.2	%
Latin America	7,764		7,765		1,684		21.7	%	8,254		8,258		2,885		35.0	%
Total Executive Search	212,605		214,649		42,672		20.1	%	244,199		245,724		64,170		26.3	%
Professional Search & Interim	151,725		152,628		27,292		18.0	%	100,685		101,143		33,407		33.2	%
RPO	99,784		101,374		9,026		9.0	%	112,790		114,957		17,400		15.4	%
Corporate	—		—		(29,296)				—		—		(28,962)
Consolidated	$	730,874	$	738,124	$	97,855	13.4	%	$	721,139	$	727,003	$	144,385	20.0	%


	Years Ended April 30,
	2023								2022
	Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin

	(dollars in thousands)
Consulting	$	677,001	$	686,979	$	108,502	16.0	%	$	650,204	$	654,199	$	116,108	17.9	%
Digital	354,651		354,967		97,458		27.5	%	349,025		349,437		110,050		31.5	%
Executive Search:
North America	562,139		568,212		140,850		25.1	%	605,704		609,258		181,615		30.0	%
EMEA	187,014		188,114		31,380		16.8	%	182,192		182,866		31,804		17.5	%
Asia Pacific	95,598		95,956		24,222		25.3	%	118,596		118,705		35,105		29.6	%
Latin America	31,047		31,054		9,370		30.2	%	29,069		29,079		9,089		31.3	%
Total Executive Search	875,798		883,336		205,822		23.5	%	935,561		939,908		257,613		27.5	%
Professional Search & Interim	503,395		507,058		110,879		22.0	%	297,096		297,974		106,015		35.7	%
RPO	424,563		431,496		52,588		12.4	%	394,832		401,937		59,126		15.0	%
Corporate	—		—		(117,972)				—		—		(109,984)
Consolidated	$	2,835,408	$	2,863,836	$	457,277	16.1	%	$	2,626,718	$	2,643,455	$	538,928	20.5	%

Form: 8-K

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