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      Korn Ferry Announces Second Quarter Fiscal 2021 Results of Operations


      News provided by

      Korn Ferry

      Nov 23, 2020, 06:45 ET

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      LOS ANGELES, Nov. 23, 2020 /PRNewswire/ --

      FY'21 Second Quarter Performance

      • Korn Ferry reports fee revenue of $435.4 million in Q2 FY'21, a decrease of 12% (decrease of 12% on a constant currency basis) from Q2 FY'20.  On a quarter sequential basis, Q2 FY'21 fee revenue increased 27% from Q1 FY'21.
      • Net income attributable to Korn Ferry was $27.8 million in Q2 FY'21.
      • Operating income was $48.2 million in Q2 FY'21 with an operating margin of 11.1%.  Adjusted EBITDA was $66.2 million with an Adjusted EBITDA margin of 15.2%.
      • Q2 FY'21 diluted earnings per share and adjusted diluted earnings per share was $0.51 and $0.54, respectively.

      Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced second quarter fee revenue of $435.4 million.  Second quarter diluted earnings per share was $0.51 and adjusted diluted earnings per share was $0.54.  Adjusted diluted earnings per share for the second quarter excludes an aggregate of $1.7 million, net of tax or $0.03 per share, of restructuring charges, net, due to the coronavirus pandemic ("COVID-19").

      "During the recently completed second quarter, I'm pleased that Korn Ferry's revenue was up 27% sequentially to $435 million.  We had a sharp improvement in earnings and profitability with net income attributable to Korn Ferry of $28 million with an operating margin of 11.1% and $66 million of adjusted EBITDA and a 15.2% adjusted EBITDA margin," said Gary D. Burnison, CEO, Korn Ferry.  "I'm not only encouraged by the financial results, but extremely proud of all that has been accomplished by our Korn Ferry colleagues to help our business rebound so dramatically.  The actions, strategy, solutions and messages we've taken to the marketplace have resonated.  Our clients have responded, and our colleagues have been resilient through a year that none of us have experienced in our lifetimes.

      "As we look to the calendar year ahead, almost every company on the planet is and will have to re-imagine their business.  So forget the new normal, this is normal," Burnison added.  "Companies are rethinking their organizational structure, roles and responsibilities.  How they compensate, engage and develop their workforce, along with the type of agile talent they hire and how they hire talent in a virtual world.  That's real, tangible opportunity for Korn Ferry."

      Selected Financial Results
      (dollars in millions, except per share amounts) (a)







      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Fee revenue

      $

      435.4


      $

      492.4


      $

      779.5


      $

      976.9

      Total revenue

      $

      437.8


      $

      504.2


      $

      784.7


      $

      1,000.4

      Operating income

      $

      48.2


      $

      61.9


      $

      4.4


      $

      122.2

      Operating margin


      11.1%



      12.6%



      0.6%



      12.5%

      Net income (loss) attributable to Korn Ferry

      $

      27.8


      $

      42.8


      $

      (3.1)


      $

      85.8

      Basic earnings (loss) per share

      $

      0.51


      $

      0.78


      $

      (0.06)


      $

      1.54

      Diluted earnings (loss) per share

      $

      0.51


      $

      0.77


      $

      (0.06)


      $

      1.54













      EBITDA Results (b):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      EBITDA

      $

      63.7


      $

      75.7


      $

      46.1


      $

      150.7

      EBITDA margin


      14.6%



      15.4%



      5.9%



      15.4%













      Adjusted Results (c):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Adjusted EBITDA (b)

      $

      66.2


      $

      78.3


      $

      76.8


      $

      153.3

      Adjusted EBITDA margin (b)


      15.2%



      15.9%



      9.8%



      15.7%

      Adjusted net income attributable to Korn Ferry

      $

      29.5


      $

      44.8


      $

      19.3


      $

      87.7

      Adjusted basic earnings per share

      $

      0.54


      $

      0.81


      $

      0.35


      $

      1.58

      Adjusted diluted earnings per share

      $

      0.54


      $

      0.81


      $

      0.35


      $

      1.57

      _________________

      (a)

      Numbers may not total due to rounding.



      (b)

      EBITDA refers to earnings before interest, taxes, depreciation and amortization.  Adjusted EBITDA further adjusts EBITDA to exclude integration/acquisition costs and restructuring charges, net.  EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).



      (c)

      Adjusted results are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):








      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Integration/acquisition costs

      $

      —


      $

      2.6


      $

      0.7


      $

      2.6

      Restructuring charges, net

      $

      2.4


      $

      —


      $

      29.9


      $

      —













      Fee revenue was $435.4 million in Q2 FY'21, a decrease of 12% (down 12% on a constant currency basis) compared to Q2 FY'20.  The decrease in fee revenue across Executive Search, Consulting, and RPO and Professional Search, was primarily due to a decline in demand for our products and services due to the impact of COVID-19 on economies around the world.  This decline in fee revenue was partially offset by an increase in Digital fee revenue when compared to Q2 FY'20, which was primarily due to the acquisition of Miller Heiman Group, AchieveForum and Strategy Execution (the "acquired companies") in the third quarter of fiscal 2020.

      Actions taken by various government and other authoritative bodies in response to the COVID-19 caused a contraction in economic activity which translated into the decrease in fee revenue compared to the year-ago quarter.  This decline in fee revenue was partially offset by savings associated with actions taken to align our cost structure with the lower level of business demand, and resulted in a net income attributable to Korn Ferry of $27.8 million in Q2 FY'21 as compared to net income attributable to Korn Ferry of $42.8 million in Q2 FY'20.

      Operating margin was 11.1% in Q2 FY'21 compared to 12.6% in the year-ago quarter.  The decrease in operating margin was primarily due to the decline in fee revenue in Q2 FY'21 associated with the impact of COVID-19.

      Adjusted EBITDA margin was 15.2%, compared to 15.9% in the year-ago quarter.

      Results by Segment

      Selected Consulting Data(a)
      (dollars in millions) (b)







      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Fee revenue

      $

      126.7


      $

      144.0


      $

      226.0


      $

      281.6

      Total revenue

      $

      127.1


      $

      148.2


      $

      226.6


      $

      289.5

      Operating income

      $

      14.6


      $

      9.8


      $

      3.7


      $

      21.6

      Operating margin


      11.5%



      6.8%



      1.6%



      7.7%













      Ending number of consultants and execution staff (c)


      1,491



      1,886



      1,491



      1,886

      Hours worked in thousands (d)


      399



      463



      766



      915

      Average billed rate (e)

      $

      318


      $

      311


      $

      295


      $

      308













      EBITDA Results (f):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      EBITDA

      $

      19.0


      $

      14.6


      $

      12.9


      $

      31.3

      EBITDA margin


      15.0%



      10.1%



      5.7%



      11.1%













      Adjusted Results (g):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Adjusted EBITDA (f)

      $

      20.2


      $

      14.6


      $

      26.8


      $

      31.3

      Adjusted EBITDA margin (f)


      15.9%



      10.1%



      11.8%



      11.1%

      _____________________

      (a)

      In the third quarter of fiscal 2020, the Company changed the composition of its global segments.  Consulting segment represents the consulting business that was previously included in the Advisory segment.  Segment data for Q2 FY'20 has been recast to reflect the division of the Advisory segment into the Consulting and Digital segments.



      (b)

      Numbers may not total due to rounding.



      (c)

      Represents number of employees originating, delivering and executing consulting services.



      (d)

      The number of hours worked by consultant and execution staff during the period.



      (e)

      The amount of fee revenue divided by the number of hours worked by consultants and executive staff.



      (f)

      EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).



      (g)

      Adjusted results are non-GAAP financial measures that adjust for the following (see attached reconciliations):








      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Restructuring charges, net

      $

      1.1


      $

      —


      $

      13.9


      $

      —













      Fee revenue was $126.7 million in Q2 FY'21 compared to $144.0 million in Q2 FY'20, a decrease of $17.3 million or 12% (down 13% on a constant currency basis).  This change was due to the decline in demand for our products and services due to the contraction in economic activity as a result of COVID-19.

      Operating income was $14.6 million in Q2 FY'21 with an operating margin of 11.5% compared to operating income of $9.8 million and an operating margin of 6.8% in the year-ago quarter.  This change resulted from a decrease in compensation and benefits expense driven by a reduction in headcount and decreases in both general and administrative expenses and cost of services expense, all of which resulted from the cost saving initiatives that were put in place, partially offset by the decline in fee revenue outlined above and an increase in restructuring charges, net incurred in Q2 FY'21.

      Adjusted EBITDA was $20.2 million in Q2 FY'21 with an Adjusted EBITDA margin of 15.9% compared to $14.6 million and 10.1%, respectively, in the year-ago quarter.  The increase in Adjusted EBITDA was due to the same factors impacting operating income outlined above except for restructuring charges.

      Selected Digital Data(a)
      (dollars in millions) (b)

      Digital is an integrated platform that gives clients direct access to people and organizational data, insights, analytics, and digital assets that when used together, give clients a common language for all talent matters.







      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Fee revenue

      $

      75.0


      $

      65.7


      $

      131.0


      $

      123.7

      Total revenue

      $

      75.0


      $

      65.7


      $

      131.1


      $

      123.7

      Operating income

      $

      15.8


      $

      18.6


      $

      13.2


      $

      32.6

      Operating margin


      21.1%



      28.2%



      10.1%



      26.3%













      Ending number of consultants


      299



      348



      299



      348

      Subscription & License fee revenue

      $

      22.7


      $

      15.9


      $

      43.8


      $

      31.3













      EBITDA Results (c):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      EBITDA

      $

      23.0


      $

      22.4


      $

      27.5


      $

      40.2

      EBITDA margin


      30.7%



      34.1%



      21.0%



      32.5%













      Adjusted Results (d):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Adjusted EBITDA (c)

      $

      23.1


      $

      22.4


      $

      31.0


      $

      40.2

      Adjusted EBITDA margin (c)


      30.8%



      34.1%



      23.7%



      32.5%

      _____________________

      (a)

      In the third quarter of fiscal 2020, the Company changed the composition of its global segments.  Digital segment represents the products business that was previously included in the Advisory segment.  Segment data for Q2 FY'20 has been recast to reflect the division of the Advisory segment into the Consulting and Digital segments.



      (b)

      Numbers may not total due to rounding.



      (c)

      EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).



      (d)

      Adjusted results are non-GAAP financial measures that adjust for the following (see attached reconciliations):








      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Integration/acquisition costs

      $

      —


      $

      —


      $

      0.6


      $

      —

      Restructuring charges, net

      $

      0.1


      $

      —


      $

      2.9


      $

      —













      Fee revenue was $75.0 million in Q2 FY'21 compared to $65.7 million in Q2 FY'20, an increase of $9.3 million or 14% (13% on a constant currency basis).  The increase in fee revenue was primarily due to fee revenue generated by the acquired companies.

      Operating income was $15.8 million in Q2 FY'21 with an operating margin of 21.1% compared to operating income of $18.6 million and an operating margin of 28.2% in the year-ago quarter.  Contributing to the change was an increase in compensation and benefits expense, cost of services expense and depreciation and amortization expense, relating to the acquired companies, which was partially offset by the cost saving initiatives that were put in place and an increase in fee revenue outlined above.

      Adjusted EBITDA was $23.1 million in Q2 FY'21 with an Adjusted EBITDA margin of 30.8% compared to $22.4 million and 34.1%, respectively, in the year-ago quarter.  The increase in Adjusted EBITDA was due to the same factors impacting operating income described above except for depreciation and amortization expense.

      Selected Executive Search Data
      (dollars in millions) (a)







      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Fee revenue

      $

      148.1


      $

      187.9


      $

      268.2


      $

      381.1

      Total revenue

      $

      148.6


      $

      192.0


      $

      269.5


      $

      390.0

      Operating income

      $

      25.6


      $

      41.2


      $

      13.3


      $

      86.9

      Operating margin


      17.3%



      21.9%



      5.0%



      22.8%













      Ending number of consultants


      512



      585



      512



      585

      Average number of consultants


      511



      577



      534



      575

      Engagements billed


      3,082



      3,848



      4,618



      6,086

      New engagements (b)


      1,331



      1,575



      2,446



      3,270













      EBITDA Results (c):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      EBITDA

      $

      27.3


      $

      44.0


      $

      26.2


      $

      92.9

      EBITDA margin


      18.5%



      23.4%



      9.8%



      24.4%













      Adjusted Results (d):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Adjusted EBITDA (c)

      $

      28.2


      $

      44.0


      $

      36.3


      $

      92.9

      Adjusted EBITDA margin (c)


      19.1%



      23.4%



      13.5%



      24.4%

      ____________________

      (a)

      Numbers may not total due to rounding.



      (b)

      Represents new engagements opened in the respective period.



      (c)

      EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).



      (d)

      Adjusted results are non-GAAP financial measures that adjust for the following (see attached reconciliations):








      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Restructuring charges, net

      $

      0.9


      $

      —


      $

      10.0


      $

      —













      Fee revenue was $148.1 million and $187.9 million in Q2 FY'21 and Q2 FY'20, respectively, a decrease of $39.8 million or 21% (down 22% on a constant currency basis).  The decrease in fee revenue was attributable to a decline in fee revenue in all regions due to the decrease in demand for our products and services because of the worldwide economic downturn associated with COVID-19.

      Operating income was $25.6 million in Q2 FY'21 compared to operating income of $41.2 million in Q2 FY'20.  Operating margin was 17.3% in Q2 FY'21 compared to 21.9% in the year-ago quarter.  The change was mainly due to a decrease in fee revenue in Q2 FY'21 as compared to the year-ago quarter, partially offset by a decrease in compensation and benefits expense driven by a reduction in headcount and a decline in general and administrative expenses, all of which resulted from the cost saving initiatives that were put in place.

      Adjusted EBITDA was $28.2 million in Q2 FY'21 with an Adjusted EBITDA margin of 19.1% compared to $44.0 million and 23.4%, respectively, in the year-ago quarter.  The decrease in Adjusted EBITDA was due to the same factors impacting operating income described above.

      Selected RPO and Professional Search Data
      (dollars in millions) (a)







      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Fee revenue

      $

      85.7


      $

      94.8


      $

      154.3


      $

      190.6

      Total revenue

      $

      87.1


      $

      98.3


      $

      157.5


      $

      197.2

      Operating income

      $

      12.5


      $

      15.1


      $

      14.7


      $

      30.1

      Operating margin


      14.6%



      15.9%



      9.5%



      15.8%













      Engagements billed (b)


      1,173



      1,441



      1,778



      2,274

      New engagements (c)


      657



      693



      1,221



      1,460





      EBITDA Results (d):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      EBITDA

      $

      13.5


      $

      16.1


      $

      16.8


      $

      32.2

      EBITDA margin


      15.7%



      17.0%



      10.9%



      16.9%





      Adjusted Results (e):

      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Adjusted EBITDA (d)

      $

      13.8


      $

      16.1


      $

      19.8


      $

      32.2

      Adjusted EBITDA margin (d)


      16.1%



      17.0%



      12.8%



      16.9%

      ____________________

      (a)

      Numbers may not total due to rounding.



      (b)

      Represents professional search engagements billed.



      (c)

      Represents new professional search engagements opened in the respective period.



      (d)

      EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).



      (e)

      Adjusted results are non-GAAP financial measures that adjust for the following (see attached reconciliations):








      Second Quarter


      Year to Date


      FY'21


      FY'20


      FY'21


      FY'20

      Restructuring charges, net

      $

      0.3


      $

      —


      $

      3.1


      $

      —













      Fee revenue was $85.7 million in Q2 FY'21, a decrease of $9.1 million or 10% (decrease of 11% on a constant currency basis), compared to the year-ago quarter.  The lower fee revenue was driven by a decrease in professional search and recruitment process outsourcing of $7.7 million and $1.4 million, respectively, due to of the worldwide economic downturn associated with COVID-19.  For the quarter, professional search was down 21% (22% on a constant currency) and RPO was down 3% (4% at constant currency), both compared to the year-ago quarter.

      Operating income was $12.5 million in Q2 FY'21, a decrease of $2.6 million compared to operating income of $15.1 million in Q2 FY'20.  Operating margin was 14.6% in the current quarter compared to 15.9% in the year-ago quarter.  Adjusted EBITDA was $13.8 million in Q2 FY'21 with an Adjusted EBITDA margin of 16.1% in Q2 FY'21 compared to $16.1 million and 17.0%, respectively, in the year-ago quarter.  The decrease in operating income and Adjusted EBITDA was due to the lower fee revenue discussed above, partially offset by a decrease in compensation and benefits expense driven by a reduction in headcount and a decline in general and administrative expenses, both of which resulted from the cost saving initiatives that were put in place.

      Outlook

      Approximately three months have passed since our last earnings call and, while advances have been made in the science and societal and economic consequences of COVID-19, there remains significant uncertainty about the ultimate impact of COVID-19.  On the positive side, there have been several announcements around vaccines that have greater than 90% effectiveness.  In addition, the world has adopted new ways of working and interacting with substantial acceptance of business being conducted in a virtual world.  On the negative side, there are a number of unanswered questions regarding the capacity to manufacture the vaccines at scale as well as how they will be distributed and administered to the population at large.  In addition, we are seeing governments putting lockdowns back in place as the number of COVID-19 cases and hospitalizations reach all-time highs.

      The constantly evolving and unprecedented nature of what we are currently experiencing, combined with all the unanswered questions and ever-changing datapoints, continues to cloud the near-term predictability of our business.  Consequently, and consistent with our approach to the fourth quarter of FY'20 and first and second quarters of FY'21, we will not issue any specific revenue or earnings guidance for the third quarter of FY'21.  We plan to reassess the suspension of our guidance once we are comfortable that the coronavirus uncertainties have largely passed.

      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 and SVP Finance Gregg Kvochak.  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 future results and events ("forward-looking statements") are based on Korn Ferry's current expectations.  These statements, which include words such as "believes", "expects", "anticipates:" or "likely", include references to our outlook as well as the expected benefits of the acquisition of the acquired companies (as defined below), the timing and expected benefits of our restructuring plan, the magnitude and duration of the impact of the COVID-19 outbreak on our business, employees, customers and our ability to provide services in affected regions, and the potential opportunities for our business as a result of worldwide changes in how companies conduct business as a result of COVID-19.  Readers are cautioned not to place undue reliance on such statements.  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 magnitude and duration of the negative impact of the COVID-19 outbreak 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, 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, our ability to maintain relationships with customers and suppliers and retain key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, the portability of client relationships, consolidation of the industries we serve, 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, technical guidance relating to the Tax Act, 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, the phase-out of the London Interbank Offered Rate, expansion of social media platforms, seasonality, ability to effect acquisition and integrate recently acquired companies, including those of Miller Heiman Group, AchieveForum, and Strategy Execution (collectively, the "acquired companies"); the ability to recognize the anticipated benefits of the acquisition of the acquired companies; the costs related to the acquisition of the acquired companies 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 and restructuring charges, net of income tax effect;
      • Adjusted basic and diluted earnings per share, adjusted to exclude integration/acquisition costs 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;
      • EBITDA, or earnings before interest, taxes, depreciation and amortization and EBITDA margin; and
      • Adjusted EBITDA, which is EBITDA further adjusted to exclude integration/acquisition costs and restructuring charges, and 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 Digital business and 2) charges we incurred to restructure the Company as a result of COVID-19.  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 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 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 OPERATIONS

      (in thousands, except per share amounts)



      Three Months Ended


      Six Months Ended


      October 31,


      October 31,


      2020


      2019


      2020


      2019


      (unaudited)

       Fee revenue

      $

      435,439


      $

      492,389


      $

      779,536


      $

      976,938

       Reimbursed out-of-pocket engagement expenses


      2,350



      11,788



      5,136



      23,437

                 Total revenue


      437,789



      504,177



      784,672



      1,000,375













       Compensation and benefits


      307,185



      337,382



      591,197



      665,878

       General and administrative expenses


      46,476



      62,009



      93,565



      127,816

       Reimbursed expenses


      2,350



      11,788



      5,136



      23,437

       Cost of services


      15,901



      18,414



      30,170



      35,549

       Depreciation and amortization


      15,298



      12,715



      30,333



      25,492

       Restructuring charges, net


      2,407



      -



      29,894



      -

                 Total operating expenses


      389,617



      442,308



      780,295



      878,172













       Operating income


      48,172



      61,869



      4,377



      122,203

       Other income, net


      277



      1,133



      11,439



      2,959

       Interest expense, net


      (7,494)



      (4,210)



      (14,388)



      (8,267)

       Income before provision for income taxes


      40,955



      58,792



      1,428



      116,895

       Income tax provision


      12,877



      15,760



      4,205



      30,213

       Net income (loss)


      28,078



      43,032



      (2,777)



      86,682

                 Net income attributable to noncontrolling interest


      (300)



      (228)



      (278)



      (927)

       Net income (loss) attributable to Korn Ferry

      $

      27,778


      $

      42,804


      $

      (3,055)


      $

      85,755













       Earnings (loss) per common share attributable to Korn Ferry:












            Basic

      $

      0.51


      $

      0.78


      $

      (0.06)


      $

      1.54

            Diluted

      $

      0.51


      $

      0.77


      $

      (0.06)


      $

      1.54













       Weighted-average common shares outstanding:












            Basic


      53,229



      54,568



      53,246



      54,917

            Diluted


      53,390



      54,716



      53,246



      55,170













       Cash dividends declared per share:

      $

      0.10


      $

      0.10


      $

      0.20


      $

      0.20




      KORN FERRY AND SUBSIDIARIES

      FINANCIAL SUMMARY BY SEGMENT

      (in thousands)

      (unaudited)




      Three Months Ended October 31,


      Six Months Ended October 31,



      2020




      2019


      % Change


      2020




      2019


      % Change






















      Fee revenue:




















      Consulting

      $

      126,685




      $

      144,036


      (12.0%)


      $

      226,003




      $

      281,578


      (19.7%)

      Digital


      75,043





      65,724


      14.2%



      131,016





      123,708


      5.9%

      Executive Search:





















      North America


      91,168





      113,818


      (19.9%)



      160,483





      225,540


      (28.8%)


      EMEA


      31,629





      39,821


      (20.6%)



      61,710





      86,351


      (28.5%)


      Asia Pacific


      20,807





      25,944


      (19.8%)



      38,059





      53,306


      (28.6%)


      Latin America


      4,456





      8,272


      (46.1%)



      7,951





      15,857


      (49.9%)

      Total Executive Search


      148,060





      187,855


      (21.2%)



      268,203





      381,054


      (29.6%)

      RPO and Professional Search


      85,651





      94,774


      (9.6%)



      154,314





      190,598


      (19.0%)


      Total fee revenue


      435,439





      492,389


      (11.6%)



      779,536





      976,938


      (20.2%)

      Reimbursed out-of-pocket engagement expenses


      2,350





      11,788


      (80.1%)



      5,136





      23,437


      (78.1%)


      Total revenue

      $

      437,789




      $

      504,177


      (13.2%)


      $

      784,672




      $

      1,000,375


      (21.6%)






















      Operating income (loss):




      Margin





      Margin





      Margin





      Margin

      Consulting

      $

      14,621


      11.5%


      $

      9,826


      6.8%


      $

      3,694


      1.6%


      $

      21,609


      7.7%

      Digital


      15,823


      21.1%



      18,565


      28.2%



      13,196


      10.1%



      32,573


      26.3%

      Executive Search:





















      North America


      20,491


      22.5%



      28,124


      24.7%



      14,756


      9.2%



      58,446


      25.9%


      EMEA


      1,509


      4.8%



      6,511


      16.4%



      (4,710)


      (7.6%)



      13,822


      16.0%


      Asia Pacific


      3,253


      15.6%



      5,803


      22.4%



      4,114


      10.8%



      12,796


      24.0%


      Latin America


      375


      8.4%



      791


      9.6%



      (842)


      (10.6%)



      1,801


      11.4%

      Total Executive Search


      25,628


      17.3%



      41,229


      21.9%



      13,318


      5.0%



      86,865


      22.8%

      RPO and Professional Search


      12,502


      14.6%



      15,094


      15.9%



      14,667


      9.5%



      30,135


      15.8%

      Corporate


      (20,402)





      (22,845)





      (40,498)





      (48,979)




       Total operating income

      $

      48,172


      11.1%


      $

      61,869


      12.6%


      $

      4,377


      0.6%


      $

      122,203


      12.5%




      KORN FERRY AND SUBSIDIARIES

      CONSOLIDATED BALANCE SHEETS

      (in thousands, except per share amounts)



      October 31,


      April 30,


      2020


      2020


      (unaudited)




      ASSETS






      Cash and cash equivalents

      $

      553,109


      $

      689,244

      Marketable securities


      47,719



      41,951

      Receivables due from clients, net of allowance for doubtful accounts of $27,853 and $23,795 at October 31, 2020 and April 30, 2020, respectively


      435,393



      397,165

      Income taxes and other receivables


      52,995



      38,755

      Unearned compensation


      50,688



      43,117

      Prepaid expenses and other assets


      30,984



      26,851

      Total current assets


      1,170,888



      1,237,083







      Marketable securities, non-current


      146,625



      132,134

      Property and equipment, net


      136,035



      142,728

      Operating lease right-of-use assets, net


      183,926



      195,077

      Cash surrender value of company-owned life insurance policies, net of loans


      150,190



      146,408

      Deferred income taxes


      49,908



      55,479

      Goodwill


      621,560



      613,943

      Intangible assets, net


      102,351



      111,926

      Unearned compensation, non-current


      105,569



      79,510

      Investments and other assets


      25,590



      29,540

      Total assets

      $

      2,692,642


      $

      2,743,828







      LIABILITIES AND STOCKHOLDERS' EQUITY






      Accounts payable

      $

      37,639


      $

      45,684

      Income taxes payable


      10,591



      21,158

      Compensation and benefits payable


      247,016



      280,911

      Operating lease liability, current


      51,961



      54,851

      Other accrued liabilities


      211,704



      221,603

      Total current liabilities


      558,911



      624,207







      Deferred compensation and other retirement plans


      312,187



      289,136

      Operating lease liability, non-current


      167,116



      180,766

      Long-term debt


      394,465



      394,144

      Deferred tax liabilities


      556



      1,056

      Other liabilities


      37,885



      30,828

      Total liabilities


      1,471,120



      1,520,137







      Stockholders' equity






      Common stock: $0.01 par value, 150,000 shares authorized, 74,845 and 73,205 shares issued and 54,153 and 54,450 shares outstanding at October 31, 2020 and April 30, 2020, respectively


      575,103



      585,560

      Retained earnings


      728,524



      742,993

      Accumulated other comprehensive loss, net


      (83,655)



      (107,172)

      Total Korn Ferry stockholders' equity


      1,219,972



      1,221,381

      Noncontrolling interest


      1,550



      2,310

      Total stockholders' equity


      1,221,522



      1,223,691

      Total liabilities and stockholders' equity

      $

      2,692,642


      $

      2,743,828














      KORN FERRY AND SUBSIDIARIES

      RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

      (in thousands, except per share amounts)




      Three Months Ended


      Six Months Ended



      October 31,


      October 31,



      2020


      2019


      2020


      2019



      (unaudited)


       Net income (loss) attributable to Korn Ferry

      $

      27,778


      $

      42,804


      $

      (3,055)


      $

      85,755


       Net income attributable to non-controlling interest


      300



      228



      278



      927


            Net income (loss)


      28,078



      43,032



      (2,777)



      86,682


       Income tax provision


      12,877



      15,760



      4,205



      30,213


           Income before provision for income taxes


      40,955



      58,792



      1,428



      116,895


       Other income, net


      (277)



      (1,133)



      (11,439)



      (2,959)


       Interest expense, net


      7,494



      4,210



      14,388



      8,267


            Operating income


      48,172



      61,869



      4,377



      122,203


       Depreciation and amortization


      15,298



      12,715



      30,333



      25,492


       Other income, net


      277



      1,133



      11,439



      2,959


               EBITDA


      63,747



      75,717



      46,149



      150,654


       Integration/acquisition costs (1)


      -



      2,615



      737



      2,615


       Restructuring charges, net (2)


      2,407



      -



      29,894



      -


               Adjusted EBITDA

      $

      66,154


      $

      78,332


      $

      76,780


      $

      153,269















       Operating margin


      11.1%



      12.6%



      0.6%



      12.5%


       Depreciation and amortization


      3.4%



      2.6%



      3.9%



      2.6%


       Other income, net


      0.1%



      0.2%



      1.4%



      0.3%


               EBITDA margin


      14.6%



      15.4%



      5.9%



      15.4%


       Integration/acquisition costs (1)


      -



      0.5%



      0.1%



      0.3%


       Restructuring charges, net (2)


      0.6%



      -



      3.8%



      -


               Adjusted EBITDA margin


      15.2%



      15.9%



      9.8%



      15.7%















       Net income (loss) attributable to Korn Ferry

      $

      27,778


      $

      42,804


      $

      (3,055)


      $

      85,755


       Integration/acquisition costs (1)


      -



      2,615



      737



      2,615


       Restructuring charges, net (2)


      2,407



      -



      29,894



      -


       Tax effect on the adjusted items (3)


      (717)



      (668)



      (8,321)



      (668)


               Adjusted net income attributable to Korn Ferry

      $

      29,468


      $

      44,751


      $

      19,255


      $

      87,702















       Basic earnings (loss) per common share

      $

      0.51


      $

      0.78


      $

      (0.06)


      $

      1.54


       Integration/acquisition costs (1)


      -



      0.05



      0.01



      0.05


       Restructuring charges, net (2)


      0.04



      -



      0.56



      -


       Tax effect on the adjusted items (3)


      (0.01)



      (0.02)



      (0.16)



      (0.01)


               Adjusted basic earnings per share

      $

      0.54


      $

      0.81


      $

      0.35


      $

      1.58















       Diluted earnings (loss) per common share

      $

      0.51


      $

      0.77


      $

      (0.06)


      $

      1.54


       Integration/acquisition costs (1)


      -



      0.05



      0.01



      0.04


       Restructuring charges, net (2)


      0.04



      -



      0.56



      -


       Tax effect on the adjusted items (3)


      (0.01)



      (0.01)



      (0.16)



      (0.01)


               Adjusted diluted earnings per share

      $

      0.54


      $

      0.81


      $

      0.35


      $

      1.57















       

       Explanation of Non-GAAP Adjustments

      (1)

      Costs associated with previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses to combine the companies.

      (2)

      Restructuring charges we incurred to rationalize our cost structure by eliminating redundant positions because of COVID-19.

      (3)

      Tax effect on integration/acquisition costs and restructuring charges, net.




      KORN FERRY AND SUBSIDIARIES

      RECONCILIATION OF NET INCOME AND OPERATING INCOME (GAAP) TO

      EBITDA AND ADJUSTED EBITDA (NON-GAAP)

      (in thousands)

      (unaudited)



      Three Months Ended October 31, 2020






      Executive Search











      Consulting


      Digital


      North
      America


      EMEA


      Asia
      Pacific


      Latin America


      Subtotal


      RPO and Professional Search


      Corporate


      Consolidated































      Fee revenue

      $

      126,685


      $

      75,043


      $

      91,168


      $

      31,629


      $

      20,807


      $

      4,456


      $

      148,060


      $

      85,651


      $

      -


      $

      435,439

      Total revenue

      $

      127,051


      $

      75,038


      $

      91,609


      $

      31,714


      $

      20,820


      $

      4,456


      $

      148,599


      $

      87,101


      $

      -


      $

      437,789































      Net income attributable to Korn Ferry




























      $

      27,778

      Net income attributable to noncontrolling interest





























      300

      Other income net





























      (277)

      Interest expense, net





























      7,494

      Income tax provision





























      12,877

      Operating income (loss)

      $

      14,621


      $

      15,823


      $

      20,491


      $

      1,509


      $

      3,253


      $

      375


      $

      25,628


      $

      12,502


      $

      (20,402)



      48,172

      Depreciation and amortization


      4,063



      7,005



      716



      355



      250



      202



      1,523



      945



      1,762



      15,298

      Other income (loss), net


      336



      202



      (9)



      31



      166



      7



      195



      24



      (480)



      277

      EBITDA


      19,020



      23,030



      21,198



      1,895



      3,669



      584



      27,346



      13,471



      (19,120)



      63,747

      EBITDA margin


      15.0%



      30.7%



      23.3%



      6.0%



      17.6%



      13.1%



      18.5%



      15.7%






      14.6%































      Restructuring, charges, net


      1,143



      54



      (12)



      922



      (28)



      -



      882



      328



      -



      2,407

      Adjusted EBITDA

      $

      20,163


      $

      23,084


      $

      21,186


      $

      2,817


      $

      3,641


      $

      584


      $

      28,228


      $

      13,799


      $

      (19,120)


      $

      66,154

      Adjusted EBITDA margin


      15.9%



      30.8%



      23.2%



      8.9%



      17.5%



      13.1%



      19.1%



      16.1%






      15.2%






























































      Three Months Ended October 31, 2019








      Executive Search











      Consulting


      Digital


      North
      America


      EMEA


      Asia
      Pacific


      Latin America


      Subtotal


      RPO and Professional Search


      Corporate


      Consolidated

      Fee revenue

      $

      144,036


      $

      65,724


      $

      113,818


      $

      39,821


      $

      25,944


      $

      8,272


      $

      187,855


      $

      94,774


      $

      -


      $

      492,389

      Total revenue

      $

      148,198


      $

      65,724


      $

      117,077


      $

      40,441


      $

      26,168


      $

      8,273


      $

      191,959


      $

      98,296


      $

      -


      $

      504,177































      Net income attributable to Korn Ferry




























      $

      42,804

      Net income attributable to noncontrolling interest





























      228

      Other income, net





























      (1,133)

      Interest expense, net





























      4,210

      Income tax provision





























      15,760

      Operating income (loss)

      $

      9,826


      $

      18,565


      $

      28,124


      $

      6,511


      $

      5,803


      $

      791


      $

      41,229


      $

      15,094


      $

      (22,845)



      61,869

      Depreciation and amortization


      4,357



      3,685



      869



      450



      329



      315



      1,963



      990



      1,720



      12,715

      Other income (loss), net


      386



      134



      637



      107



      72



      30



      846



      54



      (287)



      1,133

      EBITDA


      14,569



      22,384



      29,630



      7,068



      6,204



      1,136



      44,038



      16,138


      $

      (21,412)



      75,717

      EBITDA margin


      10.1%



      34.1%



      26.0%



      17.7%



      23.9%



      13.7%



      23.4%



      17.0%






      15.4%































      Integration/acquisition costs


      -



      -



      -



      -



      -



      -



      -



      -



      2,615



      2,615

      Adjusted EBITDA

      $

      14,569


      $

      22,384


      $

      29,630


      $

      7,068


      $

      6,204


      $

      1,136


      $

      44,038


      $

      16,138


      $

      (18,797)


      $

      78,332

      Adjusted EBITDA margin


      10.1%



      34.1%



      26.0%



      17.7%



      23.9%



      13.7%



      23.4%



      17.0%






      15.9%


       




      KORN FERRY AND SUBSIDIARIES

      RECONCILIATION OF NET (LOSS) INCOME AND OPERATING INCOME (GAAP) TO

      EBITDA AND ADJUSTED EBITDA (NON-GAAP)

      (in thousands)

      (unaudited)



      Six Months Ended October 31, 2020








      Executive Search











      Consulting


      Digital


      North
      America


      EMEA


      Asia
      Pacific


      Latin

      America


      Subtotal


      RPO and Professional Search


      Corporate


      Consolidated































      Fee revenue

      $

      226,003


      $

      131,016


      $

      160,483


      $

      61,710


      $

      38,059


      $

      7,951


      $

      268,203


      $

      154,314


      $

      -


      $

      779,536

      Total revenue

      $

      226,641


      $

      131,060


      $

      161,465


      $

      61,909


      $

      38,160


      $

      7,951


      $

      269,485


      $

      157,486


      $

      -


      $

      784,672































      Net loss attributable to Korn Ferry




























      $

      (3,055)

      Net income attributable to noncontrolling interest





























      278

      Other income, net





























      (11,439)

      Interest expense, net





























      14,388

      Income tax provision





























      4,205

      Operating income (loss)

      $

      3,694


      $

      13,196


      $

      14,756


      $

      (4,710)


      $

      4,114


      $

      (842)


      $

      13,318


      $

      14,667


      $

      (40,498)



      4,377

      Depreciation and amortization


      8,072



      13,731



      1,446



      717



      525



      404



      3,092



      1,885



      3,553



      30,333

      Other income (loss), net


      1,124



      620



      9,333



      50



      392



      55



      9,830



      220



      (355)



      11,439

      EBITDA


      12,890



      27,547



      25,535



      (3,943)



      5,031



      (383)



      26,240



      16,772



      (37,300)



      46,149

      EBITDA margin


      5.7%



      21.0%



      15.9%



      (6.4)%



      13.2%



      (4.8%)



      9.8%



      10.9%






      5.9%































      Integration/acquisition costs


      -



      556



      -



      -



      -



      -



      -



      -



      181



      737

      Restructuring charges, net


      13,877



      2,924



      963



      8,470



      204



      405



      10,042



      3,051



      -



      29,894

      Adjusted EBITDA

      $

      26,767


      $

      31,027


      $

      26,498


      $

      4,527


      $

      5,235


      $

      22


      $

      36,282


      $

      19,823


      $

      (37,119)


      $

      76,780

      Adjusted EBITDA margin


      11.8%



      23.7%



      16.5%



      7.3%



      13.8%



      0.3%



      13.5%



      12.8%






      9.8%






























































      Six Months Ended October 31, 2019








      Executive Search











      Consulting


      Digital


      North

      America


      EMEA


      Asia
      Pacific


      Latin
      America


      Subtotal


      RPO and Professional Search


      Corporate


      Consolidated































      Fee revenue

      $

      281,578


      $

      123,708


      $

      225,540


      $

      86,351


      $

      53,306


      $

      15,857


      $

      381,054


      $

      190,598


      $

      -


      $

      976,938

      Total revenue

      $

      289,534


      $

      123,708


      $

      232,523


      $

      87,753


      $

      53,836


      $

      15,860


      $

      389,972


      $

      197,161


      $

      -


      $

      1,000,375































      Net income attributable to Korn Ferry




























      $

      85,755

      Net income attributable to noncontrolling interest





























      927

      Other income, net





























      (2,959)

      Interest expense, net





























      8,267

      Income tax provision





























      30,213

      Operating income (loss)

      $

      21,609


      $

      32,573


      $

      58,446


      $

      13,822


      $

      12,796


      $

      1,801


      $

      86,865


      $

      30,135


      $

      (48,979)



      122,203

      Depreciation and amortization


      8,771



      7,324



      1,770



      906



      675



      643



      3,994



      1,982



      3,421



      25,492

      Other income (loss), net


      911



      335



      1,777



      119



      87



      87



      2,070



      128



      (485)



      2,959

      EBITDA


      31,291



      40,232



      61,993



      14,847



      13,558



      2,531



      92,929



      32,245



      (46,043)



      150,654

      EBITDA margin


      11.1%



      32.5%



      27.5%



      17.2%



      25.4%



      16.0%



      24.4%



      16.9%






      15.4%































      Integration/acquisition costs


      -



      -



      -



      -



      -



      -



      -



      -



      2,615



      2,615

      Adjusted EBITDA

      $

      31,291


      $

      40,232


      $

      61,993


      $

      14,847


      $

      13,558


      $

      2,531


      $

      92,929


      $

      32,245


      $

      (43,428)


      $

      153,269

      Adjusted EBITDA margin


      11.1%



      32.5%



      27.5%



      17.2%



      25.4%



      16.0%



      24.4%



      16.9%






      15.7%


       

      SOURCE Korn Ferry

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