[10-Q] Korn Ferry Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Korn Ferry reported solid Q1 FY'26 results with broad-based revenue growth and improved profitability. Fee revenue rose to $708.6 million, up 5% year-over-year, led by Executive Search ($224.3M, +8%) and Professional Search & Interim ($133.9M, +10%). Net income attributable to Korn Ferry was $66.6 million (+6%), diluted EPS $1.26 (+8%), and Adjusted EBITDA was $120.4 million (+8%), with margins improving modestly.
The company closed a new $850 million five-year senior secured revolving credit facility replacing the prior $650 million facility, increasing available liquidity to $845.6 million and remaining compliant with covenants. Cash and marketable securities were $963.3 million (net of trust amounts $617.7M). Management highlighted working capital changes (DSO rose to 64 days) and ongoing investments in Digital (sunsetting legacy platform for Korn Ferry Talent Suite).
Korn Ferry ha riportato solidi risultati per il primo trimestre dell'esercizio FY'26 con una crescita dei ricavi diffusa e una redditivit脿 migliorata. I ricavi da commissioni sono saliti a 708,6 milioni di dollari, in aumento del 5% su base annua, trainati da Executive Search (224,3 M$, +8%) e Professional Search & Interim (133,9 M$, +10%). L'utile netto attribuibile a Korn Ferry 猫 stato di 66,6 milioni di dollari (+6%), l'utile diluito per azione 1,26$ (+8%) e l'EBITDA rettificato 猫 stato di 120,4 milioni di dollari (+8%), con margini in lieve miglioramento.
L'azienda ha chiuso una nuova linea di credito revolving garantita senior da 850 milioni di dollari a cinque anni, che sostituisce la precedente da 650 milioni, portando la liquidit脿 disponibile a 845,6 milioni e rimanendo in conformit脿 con i covenant. La liquidit脿 e i titoli negoziabili ammontavano a 963,3 milioni di dollari (al netto degli importi in trust 617,7 M$). La direzione ha sottolineato variazioni del capitale circolante (i giorni di incasso DSO sono saliti a 64) e gli investimenti in corso nel digitale (dismissione della piattaforma legacy per Korn Ferry Talent Suite).
Korn Ferry inform贸 s贸lidos resultados en el primer trimestre del ejercicio FY'26 con un crecimiento generalizado de los ingresos y una mayor rentabilidad. Los ingresos por honorarios aumentaron a 708,6 millones de d贸lares, un 5% interanual, impulsados por Executive Search (224,3 M$, +8%) y Professional Search & Interim (133,9 M$, +10%). El beneficio neto atribuible a Korn Ferry fue de 66,6 millones de d贸lares (+6%), la utilidad diluida por acci贸n 1,26$ (+8%) y el EBITDA ajustado fue de 120,4 millones de d贸lares (+8%), con m谩rgenes que mejoraron modestamente.
La compa帽铆a cerr贸 una nueva facilidad de cr茅dito revolving garantizada senior a cinco a帽os por 850 millones de d贸lares, que reemplaza la anterior de 650 millones, aumentando la liquidez disponible a 845,6 millones y manteni茅ndose en cumplimiento con los convenios. El efectivo y valores negociables eran 963,3 millones de d贸lares (netos de montos en fideicomiso 617,7 M$). La direcci贸n destac贸 cambios en el capital de trabajo (el DSO aument贸 a 64 d铆as) e inversiones continuas en Digital (retirada de la plataforma legacy para Korn Ferry Talent Suite).
Korn Ferry電� 甏戨矓鞙勴暅 毵れ稖 靹膘灔瓿� 靾橃澋靹� 臧滌劆鞚� 氚旐儠鞙茧 FY'26 1攵勱赴 瓴“頃� 鞁れ爜鞚� 氤搓碃頄堨姷雼堧嫟. 靾橃垬耄� 靾橃澋鞚� 7鞏�0860毵� 雼煬搿� 鞝勲厔 雽�牍� 5% 歃濌皜頄堨溂氅�, Executive Search(2鞏�2430毵� 雼煬, +8%)鞕� Professional Search & Interim(1鞏�3390毵� 雼煬, +10%)臧� 靹犽弰頄堨姷雼堧嫟. Korn Ferry鞐� 攴�靻嶋悩電� 靾滌澊鞚奠潃 6660毵� 雼煬(+6%), 頋劃 欤茧嫻靾滌澊鞚奠潃 1.26雼煬(+8%), 臁办爼 EBITDA電� 1鞏�2040毵� 雼煬(+8%)搿� 毵堨鞚� 靻岉彮 臧滌劆霅橃棃鞀惦媹雼�.
須岇偓電� 旮办〈 6鞏�5000毵� 雼煬 鞁滌劋鞚� 雽�觳错晿電� 鞁犼窚 5雲� 毵岅赴 8鞏�5000毵� 雼煬 雼措炒 靹犾垳鞙� 須岇爠 鞁犾毄頃滊弰毳� 觳搓舶頃橃棳 臧�鞖� 鞙犽彊靹膘潉 8鞏�4560毵� 雼煬搿� 電橂牳瓿� 鞎届爼(旖旊菠韸�)鞚� 欷�靾橅晿瓿� 鞛堨姷雼堧嫟. 順勱笀 氚� 鞙犼皜歃濌秾鞚� 9鞏�6330毵� 雼煬(鞁犿儊 旮堨暋 6鞏�1770毵� 雼煬 彀皭)鞓�鞀惦媹雼�. 瓴届榿歆勳潃 鞖挫爠鞛愲掣 氤�霃�(DSO臧� 64鞚茧 歃濌皜)瓿� 霐旍韯胳棎 雽�頃� 歆�靻嶌爜 韴瀽(甑槙 頂岆灚韽检潉 欷戨嫧頃橁碃 Korn Ferry Talent Suite搿� 鞝勴櫂)毳� 臧曥“頄堨姷雼堧嫟.
Korn Ferry a annonc茅 de solides r茅sultats pour le T1 de l'exercice FY'26, avec une croissance g茅n茅ralis茅e des revenus et une rentabilit茅 am茅lior茅e. Les revenus li茅s aux honoraires ont atteint 708,6 millions de dollars, en hausse de 5% sur un an, port茅s par Executive Search (224,3 M$, +8%) et Professional Search & Interim (133,9 M$, +10%). Le r茅sultat net attribuable 脿 Korn Ferry s'est 茅lev茅 脿 66,6 millions de dollars (+6%), le BPA dilu茅 脿 1,26$ (+8%), et l'EBITDA ajust茅 脿 120,4 millions de dollars (+8%), avec des marges en l茅g猫re am茅lioration.
La soci茅t茅 a conclu une nouvelle facilit茅 de cr茅dit renouvelable senior garantie de 850 millions de dollars sur cinq ans, rempla莽ant la facilit茅 pr茅c茅dente de 650 millions, augmentant la liquidit茅 disponible 脿 845,6 millions et restant en conformit茅 avec les covenants. La tr茅sorerie et les titres n茅gociables s'茅levaient 脿 963,3 millions de dollars (nets des montants en fiducie 617,7 M$). La direction a soulign茅 des variations du fonds de roulement (le DSO est pass茅 脿 64 jours) et des investissements en cours dans le num茅rique (abandon de la plateforme h茅rit茅e au profit de Korn Ferry Talent Suite).
Korn Ferry meldete solide Ergebnisse f眉r Q1 des Gesch盲ftsjahres FY'26 mit breit angelegtem Umsatzwachstum und verbesserter Rentabilit盲t. Die Geb眉hreneinnahmen stiegen auf 708,6 Mio. USD, ein Plus von 5% gegen眉ber dem Vorjahr, angef眉hrt von Executive Search (224,3 Mio. USD, +8%) und Professional Search & Interim (133,9 Mio. USD, +10%). Der auf Korn Ferry entfallende Nettogewinn belief sich auf 66,6 Mio. USD (+6%), das verw盲sserte Ergebnis je Aktie auf 1,26 USD (+8%) und das bereinigte EBITDA auf 120,4 Mio. USD (+8%), wobei die Margen sich leicht verbesserten.
Das Unternehmen schloss eine neue besicherte revolvierende Senior-Kreditfazilit盲t 眉ber 850 Mio. USD mit f眉nfj盲hriger Laufzeit ab und ersetzte damit die vorherige Fazilit盲t 眉ber 650 Mio., wodurch die verf眉gbare Liquidit盲t auf 845,6 Mio. USD erh枚ht wurde; die Covenants werden weiterhin eingehalten. Zahlungsmittel und marktf盲hige Wertpapiere beliefen sich auf 963,3 Mio. USD (netto Trust-Betr盲ge 617,7 Mio. USD). Das Management hob Ver盲nderungen im Betriebskapital hervor (DSO stieg auf 64 Tage) sowie laufende Investitionen in den Bereich Digital (Abschaltung der Altsystemplattform zugunsten der Korn Ferry Talent Suite).
Positive
- Fee revenue growth to $708.6 million (+5% YoY), led by Executive Search (+8%) and Professional Search & Interim (+10%)
- Improved profitability: Net income $66.6 million (+6% YoY) and diluted EPS $1.26 (+8%)
- Adjusted EBITDA increased to $120.4 million (+8%) with margin up to 17% (+50bps)
- Stronger liquidity after entering an $850 million five-year revolving credit facility, increasing available capacity to $845.6 million
Negative
- Higher operating costs: compensation and benefits up $9.6 million, and cost of services up $9.7 million (14%), partly from acquisitions and interim services
- Working capital pressure: days sales outstanding increased from 58 to 64 days, increasing accounts receivable
- One-time and recurring charges: severance-related expenses increased by $12.5 million in Q1, reducing near-term operating leverage
Insights
TL;DR: Revenue and profitability improved modestly; liquidity strengthened with a larger credit facility; operating costs rose in places.
Korn Ferry delivered revenue and Adjusted EBITDA growth, with Executive Search and Professional Search & Interim as key drivers. The new $850M revolving facility materially enhances liquidity and headroom versus the prior $650M facility, allowing flexibility for dividends and buybacks subject to covenant tests. Offsets include higher compensation and severance costs, increased cost of services (notably due to interim services and the Trilogy acquisition), and rising DSO to 64 days which pressures working capital. Overall, results are operationally constructive but warrant monitoring of receivables and integration-related cost trends.
TL;DR: Demand for talent services remains resilient across solutions; Digital transition is a strategic pivot.
Fee revenue growth across Executive Search and Professional Search indicates continued client demand for leadership and interim talent solutions. The planned migration to the Korn Ferry Talent Suite and accelerated depreciation on the legacy Digital platform signal investment in scalable product offerings, which could improve long-term unit economics. Near-term margin pressure from severance and higher cost of services is offset by improved Adjusted EBITDA margin. Monitor success of Digital platform rollout and revenue recognition on multi-year contracts disclosed as $1.13 billion of remaining performance obligations.
Korn Ferry ha riportato solidi risultati per il primo trimestre dell'esercizio FY'26 con una crescita dei ricavi diffusa e una redditivit脿 migliorata. I ricavi da commissioni sono saliti a 708,6 milioni di dollari, in aumento del 5% su base annua, trainati da Executive Search (224,3 M$, +8%) e Professional Search & Interim (133,9 M$, +10%). L'utile netto attribuibile a Korn Ferry 猫 stato di 66,6 milioni di dollari (+6%), l'utile diluito per azione 1,26$ (+8%) e l'EBITDA rettificato 猫 stato di 120,4 milioni di dollari (+8%), con margini in lieve miglioramento.
L'azienda ha chiuso una nuova linea di credito revolving garantita senior da 850 milioni di dollari a cinque anni, che sostituisce la precedente da 650 milioni, portando la liquidit脿 disponibile a 845,6 milioni e rimanendo in conformit脿 con i covenant. La liquidit脿 e i titoli negoziabili ammontavano a 963,3 milioni di dollari (al netto degli importi in trust 617,7 M$). La direzione ha sottolineato variazioni del capitale circolante (i giorni di incasso DSO sono saliti a 64) e gli investimenti in corso nel digitale (dismissione della piattaforma legacy per Korn Ferry Talent Suite).
Korn Ferry inform贸 s贸lidos resultados en el primer trimestre del ejercicio FY'26 con un crecimiento generalizado de los ingresos y una mayor rentabilidad. Los ingresos por honorarios aumentaron a 708,6 millones de d贸lares, un 5% interanual, impulsados por Executive Search (224,3 M$, +8%) y Professional Search & Interim (133,9 M$, +10%). El beneficio neto atribuible a Korn Ferry fue de 66,6 millones de d贸lares (+6%), la utilidad diluida por acci贸n 1,26$ (+8%) y el EBITDA ajustado fue de 120,4 millones de d贸lares (+8%), con m谩rgenes que mejoraron modestamente.
La compa帽铆a cerr贸 una nueva facilidad de cr茅dito revolving garantizada senior a cinco a帽os por 850 millones de d贸lares, que reemplaza la anterior de 650 millones, aumentando la liquidez disponible a 845,6 millones y manteni茅ndose en cumplimiento con los convenios. El efectivo y valores negociables eran 963,3 millones de d贸lares (netos de montos en fideicomiso 617,7 M$). La direcci贸n destac贸 cambios en el capital de trabajo (el DSO aument贸 a 64 d铆as) e inversiones continuas en Digital (retirada de la plataforma legacy para Korn Ferry Talent Suite).
Korn Ferry電� 甏戨矓鞙勴暅 毵れ稖 靹膘灔瓿� 靾橃澋靹� 臧滌劆鞚� 氚旐儠鞙茧 FY'26 1攵勱赴 瓴“頃� 鞁れ爜鞚� 氤搓碃頄堨姷雼堧嫟. 靾橃垬耄� 靾橃澋鞚� 7鞏�0860毵� 雼煬搿� 鞝勲厔 雽�牍� 5% 歃濌皜頄堨溂氅�, Executive Search(2鞏�2430毵� 雼煬, +8%)鞕� Professional Search & Interim(1鞏�3390毵� 雼煬, +10%)臧� 靹犽弰頄堨姷雼堧嫟. Korn Ferry鞐� 攴�靻嶋悩電� 靾滌澊鞚奠潃 6660毵� 雼煬(+6%), 頋劃 欤茧嫻靾滌澊鞚奠潃 1.26雼煬(+8%), 臁办爼 EBITDA電� 1鞏�2040毵� 雼煬(+8%)搿� 毵堨鞚� 靻岉彮 臧滌劆霅橃棃鞀惦媹雼�.
須岇偓電� 旮办〈 6鞏�5000毵� 雼煬 鞁滌劋鞚� 雽�觳错晿電� 鞁犼窚 5雲� 毵岅赴 8鞏�5000毵� 雼煬 雼措炒 靹犾垳鞙� 須岇爠 鞁犾毄頃滊弰毳� 觳搓舶頃橃棳 臧�鞖� 鞙犽彊靹膘潉 8鞏�4560毵� 雼煬搿� 電橂牳瓿� 鞎届爼(旖旊菠韸�)鞚� 欷�靾橅晿瓿� 鞛堨姷雼堧嫟. 順勱笀 氚� 鞙犼皜歃濌秾鞚� 9鞏�6330毵� 雼煬(鞁犿儊 旮堨暋 6鞏�1770毵� 雼煬 彀皭)鞓�鞀惦媹雼�. 瓴届榿歆勳潃 鞖挫爠鞛愲掣 氤�霃�(DSO臧� 64鞚茧 歃濌皜)瓿� 霐旍韯胳棎 雽�頃� 歆�靻嶌爜 韴瀽(甑槙 頂岆灚韽检潉 欷戨嫧頃橁碃 Korn Ferry Talent Suite搿� 鞝勴櫂)毳� 臧曥“頄堨姷雼堧嫟.
Korn Ferry a annonc茅 de solides r茅sultats pour le T1 de l'exercice FY'26, avec une croissance g茅n茅ralis茅e des revenus et une rentabilit茅 am茅lior茅e. Les revenus li茅s aux honoraires ont atteint 708,6 millions de dollars, en hausse de 5% sur un an, port茅s par Executive Search (224,3 M$, +8%) et Professional Search & Interim (133,9 M$, +10%). Le r茅sultat net attribuable 脿 Korn Ferry s'est 茅lev茅 脿 66,6 millions de dollars (+6%), le BPA dilu茅 脿 1,26$ (+8%), et l'EBITDA ajust茅 脿 120,4 millions de dollars (+8%), avec des marges en l茅g猫re am茅lioration.
La soci茅t茅 a conclu une nouvelle facilit茅 de cr茅dit renouvelable senior garantie de 850 millions de dollars sur cinq ans, rempla莽ant la facilit茅 pr茅c茅dente de 650 millions, augmentant la liquidit茅 disponible 脿 845,6 millions et restant en conformit茅 avec les covenants. La tr茅sorerie et les titres n茅gociables s'茅levaient 脿 963,3 millions de dollars (nets des montants en fiducie 617,7 M$). La direction a soulign茅 des variations du fonds de roulement (le DSO est pass茅 脿 64 jours) et des investissements en cours dans le num茅rique (abandon de la plateforme h茅rit茅e au profit de Korn Ferry Talent Suite).
Korn Ferry meldete solide Ergebnisse f眉r Q1 des Gesch盲ftsjahres FY'26 mit breit angelegtem Umsatzwachstum und verbesserter Rentabilit盲t. Die Geb眉hreneinnahmen stiegen auf 708,6 Mio. USD, ein Plus von 5% gegen眉ber dem Vorjahr, angef眉hrt von Executive Search (224,3 Mio. USD, +8%) und Professional Search & Interim (133,9 Mio. USD, +10%). Der auf Korn Ferry entfallende Nettogewinn belief sich auf 66,6 Mio. USD (+6%), das verw盲sserte Ergebnis je Aktie auf 1,26 USD (+8%) und das bereinigte EBITDA auf 120,4 Mio. USD (+8%), wobei die Margen sich leicht verbesserten.
Das Unternehmen schloss eine neue besicherte revolvierende Senior-Kreditfazilit盲t 眉ber 850 Mio. USD mit f眉nfj盲hriger Laufzeit ab und ersetzte damit die vorherige Fazilit盲t 眉ber 650 Mio., wodurch die verf眉gbare Liquidit盲t auf 845,6 Mio. USD erh枚ht wurde; die Covenants werden weiterhin eingehalten. Zahlungsmittel und marktf盲hige Wertpapiere beliefen sich auf 963,3 Mio. USD (netto Trust-Betr盲ge 617,7 Mio. USD). Das Management hob Ver盲nderungen im Betriebskapital hervor (DSO stieg auf 64 Tage) sowie laufende Investitionen in den Bereich Digital (Abschaltung der Altsystemplattform zugunsten der Korn Ferry Talent Suite).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended July 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from _________ to ___________
Commission File Number 001-14505
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(310 ) 552-1834
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer o | ||||||||
Non-accelerated filer o | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of our common stock as of September 3, 2025 was 52,390,986 shares.
KORN FERRY
Table of Contents
| Item # | Description | Page | ||||||
Part I. Financial Information | ||||||||
Item 1. | Condensed Consolidated Financial Statements | |||||||
Condensed Consolidated Balance Sheets as of July 31, 2025 (unaudited) and April 30, 2025 | 1 | |||||||
Condensed Consolidated Statements of Income (unaudited) for the three months ended July 31, 2025 and 2024 | 2 | |||||||
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended July 31, 2025 and 2024 | 3 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for three months ended July 31, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended July 31, 2025 and 2024 | 5 | |||||||
Notes to Condensed Consolidated Unaudited Financial Statements | 6 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||||
Item 4. | Controls and Procedures | 35 | ||||||
Part II. Other Information | ||||||||
Item 1. | Legal Proceedings | 36 | ||||||
Item 1A. | Risk Factors | 36 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 | ||||||
| Item 5. | Other Information | 36 | ||||||
Item 6. | Exhibits | 37 | ||||||
Signatures | 38 | |||||||
Item 1. Condensed Consolidated Financial Statements
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| July 31, 2025 | April 30, 2025 | ||||||||||
| (unaudited) | |||||||||||
| (in thousands, except per share data) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Receivables due from clients, net of allowance for doubtful accounts of $ | |||||||||||
| Income taxes and other receivables | |||||||||||
| Unearned compensation | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total current assets | |||||||||||
| Marketable securities, non-current | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Cash surrender value of company-owned life insurance policies, net of loans | |||||||||||
| Deferred income taxes | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Unearned compensation, non-current | |||||||||||
| Investments and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Income taxes payable | |||||||||||
| Compensation and benefits payable | |||||||||||
| Operating lease liability, current | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred compensation and other retirement plans | |||||||||||
| Operating lease liability, non-current | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity | |||||||||||
Common stock: $ | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss, net | ( | ( | |||||||||
| Total Korn Ferry stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands, except per share data) | |||||||||||
| Fee revenue | $ | $ | |||||||||
| Reimbursed out-of-pocket engagement expenses | |||||||||||
| Total revenue | |||||||||||
| Compensation and benefits | |||||||||||
| General and administrative expenses | |||||||||||
| Reimbursed expenses | |||||||||||
| Cost of services | |||||||||||
| Depreciation and amortization | |||||||||||
| Total operating expenses | |||||||||||
| Operating income | |||||||||||
| Other income, net | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Income before provision for income taxes | |||||||||||
| Income tax provision | |||||||||||
| Net income | |||||||||||
| Net income attributable to noncontrolling interest | ( | ( | |||||||||
| Net income attributable to Korn Ferry | $ | $ | |||||||||
| Earnings per common share attributable to Korn Ferry: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted-average common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net income | $ | $ | |||||||||
Other comprehensive (loss) income: | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Deferred compensation and pension plan adjustments, net of tax | ( | ( | |||||||||
Net unrealized (loss) gain on marketable securities, net of tax | ( | ||||||||||
| Comprehensive income | |||||||||||
| Less: comprehensive income attributable to noncontrolling interest | ( | ( | |||||||||
| Comprehensive income attributable to Korn Ferry | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
| Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss, Net | Total Korn Ferry Stockholders' Equity | Noncontrolling Interest | Total Stockholder's Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
Balance as of April 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||
Other comprehensive (loss) income | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Dividends paid to stockholders | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Purchase of stock | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of stock | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Balance as of July 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss, Net | Total Korn Ferry Stockholders' Equity | Noncontrolling Interest | Total Stockholder's Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
Balance as of April 30, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
Dividends paid to stockholders | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Purchase of stock | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of stock | — | — | — | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
KORN FERRY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | |||||||||||
| Provision for doubtful accounts | |||||||||||
| Gain on marketable securities | ( | ( | |||||||||
| Gain on cash surrender value of life insurance policies | ( | ( | |||||||||
| Change in other assets and liabilities: | |||||||||||
| Deferred compensation | |||||||||||
| Receivables due from clients | ( | ( | |||||||||
| Income taxes and other receivables | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Unearned compensation | ( | ( | |||||||||
| Income taxes payable | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Other | ( | ( | |||||||||
Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
Purchase of marketable securities | ( | ( | |||||||||
| Proceeds from sales/maturities of marketable securities | |||||||||||
| Proceeds from life insurance policies | |||||||||||
| Premium on company-owned life insurance policies | ( | ( | |||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
Dividends paid to stockholders | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Payments of tax withholdings on restricted stock | ( | ( | |||||||||
Proceeds from issuance of common stock in connection with an employee stock purchase plan | |||||||||||
| Principal payments on finance leases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025
1. Organization and Summary of Significant Accounting Policies
Nature of Business
Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global consulting firm that powers performance. The Company helps unlock the potential in people and unleash transformation across organizations—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change. Korn Ferry has expanded its capabilities and become a comprehensive partner for talent and organizational performance. The Company delivers a broad range of offerings across the talent lifecycle, combining deep expertise with scalable delivery models to meet the needs of organizations at every stage of growth.
Korn Ferry delivers its services through five Solution areas and together, these areas comprise eight reportable segments, supported by a centralized corporate function that drives consistency, innovation, and scale. These segments represent how the Company currently organizes and delivers work to the market, enabling Korn Ferry to deliver specialized expertise at scale while remaining agile in response to evolving client needs. The five Solution areas are the following:
1.Consulting helps clients design and implement the talent strategies, organizational structures, and workforce capabilities and rewards to drive growth. The consulting teams collaborate across Korn Ferry to deliver integrated solutions that support end-to-end transformation—from strategy through execution.
2.Digital leads the development, integration and commercialization of products in the Korn Ferry Talent Suite, as well as enabling technology across Korn Ferry's other Solution areas. Built on decades of proprietary data, intellectual property ("IP"), behavioral science, and talent intelligence, these tools empower data-driven decision-making and provide real-time access to benchmarks, assessments, talent development, rewards, and diagnostics across the talent lifecycle. They are leveraged in multiple ways: by consultants within service delivery, as embedded components of Integrated Solutions, or accessed directly by clients through subscription-and license-based models.
3.Executive Search delivers industry-leading executive recruitment across global markets, powered by decades of expertise and deep industry/sector specialization, and Korn Ferry’s own top-tier executive search professionals. The Company helps organizations recruit board-level, C-suite, and senior executive talent, using proprietary assessments, leadership benchmarks, and deep functional insight to identify leaders who align with strategy, culture, and long-term priorities. This solution is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, Middle East and Africa (“EMEA”), Executive Search Asia Pacific ("APAC"), and Executive Search Latin America).
4.Professional Search & Interim focuses on scalable, high impact recruiting and interim talent solutions at the professional level that offer flexibility and speed in dynamic business environments. Korn Ferry helps clients rapidly place permanent professionals and senior/professional interim leaders across business-critical functions such as Finance and Accounting, IT, HR, and Operations.
5.Recruitment Process Outsourcing ("RPO") provides high-volume, outsourced hiring solutions that deliver end-to-end talent acquisition services for enterprise clients. These programs are delivered through global Talent Delivery Centers, using a technology enabled platform and are designed and managed to align with each client’s business objectives, leveraging Korn Ferry’s IP, data, science, and deep talent expertise. Advanced technology and AI-driven tools are used to enhance the platform to drive scale, efficiency, and quality, while offering an engaging experience for candidates throughout the hiring process.
Basis of Consolidation and Presentation
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2025 for the Company and its wholly and majority owned/controlled domestic and international subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the condensed consolidated financial statements conform with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X and prevailing practice within the Company's different industries. The accompanying condensed consolidated financial statements include all adjustments consisting of normal recurring accruals and any other adjustments that management considers necessary for a fair presentation of the results for these periods. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year or any other period.
The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.
6
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
Use of Estimates and Uncertainties
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from these estimates, and changes in estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable.
Revenue Recognition
Substantially all fee revenue is derived from talent and organizational consulting services and digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis, interim services and RPO, either stand-alone or as part of a solution.
Revenue is recognized when control of the goods and services are transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue contracts with customers are evaluated based on the five-step model outlined in Accounting Standards Codification (“ASC”) 606 (“ASC 606”), Revenue from Contracts with Customers: 1) identify the contract with a customer; 2) identify the performance obligation(s) in the contract; 3) determine the transaction price; 4) allocate the transaction price to the separate performance obligation(s); and 5) recognize revenue when (or as) each performance obligation is satisfied.
Consulting fee revenue is primarily recognized as services are rendered, measured by total hours incurred as a percentage of the total estimated hours at completion. It is possible that updated estimates for consulting engagements may vary from initial estimates with such updates being recognized in the period of determination. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate.
Digital fee revenue is generated from IP based software products enabling large-scale talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement. Revenue is recognized as services are delivered and the Company has a legally enforceable right to payment. Revenue also comes from the sale of the Company’s product subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract. Functional IP licenses grant customers the right to use IP content via the delivery of a flat file. Because the IP content license has significant stand-alone functionality, revenue is recognized upon delivery and when an enforceable right to payment exists. Revenue for tangible and digital products sold by the Company, such as books and digital files, is recognized when these products are shipped.
Fee revenue from executive and professional search activities is generally one-third of the estimated first-year cash compensation of the placed candidate, plus a percentage of the fee to cover indirect engagement-related expenses. In addition to the search retainer, an uptick fee is billed when the actual compensation awarded by the client for a placement is higher than the estimated compensation. In the aggregate, upticks have been a relatively consistent percentage of the original estimated fee; therefore, the Company estimates upticks using the expected value method based on historical data on a portfolio basis. In a standard search engagement, there is one performance obligation, which is the promise to undertake a search. The Company generally recognizes such revenue over the course of a search and when it is legally entitled to payment as outlined in the billing terms of the contract. Any revenues associated with services that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the customer. These assumptions determine the timing of revenue recognition for the reported period. In addition to talent acquisition for permanent placement roles, the Professional Search & Interim segment also offers recruitment services for interim roles. Interim roles are short term in duration, generally less than 12 months. Generally, each interim role is a separate performance obligation. The Company recognizes fee revenue over the duration that the interim resources’ services are provided which also aligns to the contracted invoicing plan and enforceable right to payment.
RPO fee revenue is generated through two distinct phases: 1) the implementation phase and 2) the post-implementation recruitment phase. The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed.
7
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
Allowance for Doubtful Accounts
An allowance is established for doubtful accounts by taking a charge to general and administrative expenses. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic condition for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables. After the Company exhausts its, collection efforts, the amount of the allowance is reduced for balances written off as uncollectible.
Cash and Cash Equivalents
Marketable Securities
The Company currently has investments in marketable securities and mutual funds that are classified as either equity securities or available-for-sale debt securities. The classification of the investments in these marketable securities and mutual funds is assessed upon purchase and reassessed at each reporting period. These investments are recorded at fair value and are classified as marketable securities in the accompanying condensed consolidated balance sheets. The investments that the Company may sell within the next 12 months are carried as current assets.
The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans. Such investments are classified as equity securities and mirror the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (collectively, “ECAP”) from a pre-determined set of securities. AG真人官方ized gains (losses) on marketable securities are determined by specific identification. Interest is recognized on an accrual basis; dividends are recorded as earned on the ex-dividend date. Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying condensed consolidated statements of income in other income, net.
The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio includes commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income unless the change is due to credit loss. A credit loss is recorded in the condensed consolidated statements of income in other income, net; any amount in excess of the credit loss is recorded as unrealized losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. During the three months ended July 31, 2025 and 2024, no
Fair Value of Financial Instruments
Fair value is the price the Company would receive to sell an asset or transfer a liability (exit price) in an orderly transaction between market participants. For those assets and liabilities recorded or disclosed at fair value, the Company determines the fair value based upon the quoted market price, if available. If a quoted market price is not available for identical assets, the fair value is based upon the quoted market price of similar assets. The fair values are assigned a level within the fair value hierarchy as defined below:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
8
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
As of July 31, 2025 and April 30, 2025, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included cash equivalents, accounts receivable, marketable securities and foreign currency forward contracts. The carrying amount of cash equivalents and accounts receivable approximates fair value due to the short-term maturity of these instruments. The fair values of marketable securities classified as equity securities are obtained from quoted market prices, and the fair values of marketable securities classified as available-for-sale and foreign currency forward contracts are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of assets acquired. Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Results of the annual qualitative test performed as of February 1, 2025, indicated that the fair value of each of the reporting units exceeded its carrying value and no indicators of impairment were identified. As a result, no impairment charge was recognized. As of July 31, 2025 and April 30, 2025, there were no
Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized in a pattern in which the asset is consumed if that pattern can be reliably determined, or using the straight-line method over their estimated useful lives, which range from to 24 years. For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible assets is not recoverable and exceeds fair value. The carrying amount of the intangible assets is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use of the asset. The Company reviewed its intangible assets and did not
Earnings Per Share
The Company treats unvested share-based payment awards that have non-forfeitable rights to dividends prior to vesting as a separate class of securities in calculating earnings per share. The Company has granted and expects to continue to grant to certain employees under its restricted stock agreements, grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities. Therefore, the Company is required to apply the two-class method in calculating earnings per share. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The dilutive effect of participating securities is calculated using the more dilutive of the treasury method or the two-class method.
Basic earnings per common share was computed using the two-class method by dividing basic net earnings attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share was computed using the two-class method by dividing diluted net earnings attributable to common stockholders by the weighted-average number of common shares outstanding plus dilutive common equivalent shares. Dilutive common equivalent shares include all in-the-money outstanding options or other contracts to issue common stock as if they were exercised or converted. Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share, are anti-dilutive and are not included in the computation of diluted earnings per share.
Recent Accounting Standards - Not Yet Adopted
In December 2023, the Financial Accounting Standards Board issued an amendment to the accounting update for income taxes disclosures. The new amendment provides improvements to annual income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid. The amendment of this update is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis. The Company will adopt this guidance beginning in fiscal 2026 for its annual report for the year ending April 30, 2026. The adoption of this guidance is not anticipated to have a material impact on the condensed consolidated financial statements.
9
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
In November 2024, the Financial Accounting Standards Board issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company will adopt this guidance in fiscal 2028 and in the interim periods beginning in fiscal 2029. The adoption of this guidance is not anticipated to have a material impact on the condensed consolidated financial statements.
In July 2025, the Financial Accounting Standards Board issued an amendment to the accounting update for measurement of credit losses for account receivable and contract assets. The amendment in this update provides an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendment will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which the financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this accounting guidance but does not anticipate that it will have a material impact on the condensed consolidated financial statements.
2. Basic and Diluted Earnings Per Share
The following table summarizes basic and diluted earnings per common share attributable to common stockholders:
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands, except per share data) | |||||||||||
| Net income attributable to Korn Ferry | $ | $ | |||||||||
| Less: distributed and undistributed earnings to nonvested restricted stockholders | |||||||||||
| Basic net earnings attributable to common stockholders | |||||||||||
| Add: undistributed earnings to nonvested restricted stockholders | |||||||||||
| Less: reallocation of undistributed earnings to nonvested restricted stockholders | |||||||||||
| Diluted net earnings attributable to common stockholders | $ | $ | |||||||||
| Weighted-average common shares outstanding: | |||||||||||
| Basic weighted-average number of common shares outstanding | |||||||||||
| Effect of dilutive securities: | |||||||||||
| Restricted stock | |||||||||||
Employee Stock Purchase Plan ("ESPP") | |||||||||||
| Diluted weighted-average number of common shares outstanding | |||||||||||
| Net earnings per common share: | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
During the three months ended July 31, 2025 and 2024, restricted stock awards of 0.7 million shares and 0.9 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.
3. Comprehensive Income
Comprehensive income is comprised of net income and all changes to stockholders’ equity, except those changes resulting from investments by stockholders (changes in paid in capital) and distributions to stockholders (dividends) and is reported in the accompanying condensed consolidated statements of comprehensive income. Accumulated other comprehensive loss, net of taxes, is recorded as a component of stockholders’ equity.
10
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
The components of accumulated other comprehensive loss, net were as follows:
| July 31, 2025 | April 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Foreign currency translation adjustments | $ | ( | $ | ( | |||||||
| Deferred compensation and pension plan adjustments, net of tax | |||||||||||
Marketable securities unrealized (loss) gain, net of tax | ( | ||||||||||
| Accumulated other comprehensive loss, net | $ | ( | $ | ( | |||||||
The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended July 31, 2025:
| Foreign Currency Translation | Deferred Compensation and Pension Plan | Unrealized Gains (Losses) on Marketable Securities | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Balance as of April 30, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Unrealized losses arising during the period | ( | ( | ( | ||||||||||||||||||||
Reclassification of realized net gains to net income | ( | ( | |||||||||||||||||||||
Balance as of July 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended July 31, 2024:
| Foreign Currency Translation | Deferred Compensation and Pension Plan | Unrealized (Losses) Gains on Marketable Securities | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Balance as of April 30, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Unrealized gains arising during the period | |||||||||||||||||||||||
Reclassification of realized net gains to net income | ( | ( | |||||||||||||||||||||
Balance as of July 31, 2024 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
4. Employee Stock Plans
Stock-Based Compensation
The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the periods indicated:
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Restricted stock | $ | $ | |||||||||
| ESPP | |||||||||||
| Total stock-based compensation expense | $ | $ | |||||||||
11
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
Restricted Stock
Restricted stock activity during the three months ended July 31, 2025 is summarized below:
| Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| (in thousands, except per share data) | |||||||||||
Non-vested, April 30, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited/expired | ( | $ | |||||||||
Non-vested, July 31, 2025 | $ | ||||||||||
As of July 31, 2025, there were 0.8 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $41.5 million.
As of July 31, 2025, there was $112.2 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.8 years. During the three months ended July 31, 2025 and 2024, 254,047 shares and 252,622 shares of restricted stock totaling $18.7 million and $16.6 million, respectively, were repurchased by the Company, at the option of employees, to pay for taxes related to the vesting of restricted stock.
Employee Stock Purchase Plan
During the three months ended July 31, 2025 and 2024, employees purchased 63,001 shares at $66.00 per share and 70,309 shares at $60.43 per share, respectively, under the ESPP. As of July 31, 2025, the ESPP had approximately 1.4 million shares remaining available for future issuance.
Common Stock
During the three months ended July 31, 2025 and 2024, the Company repurchased (on the open market or through privately negotiated transactions) 145,770 shares of the Company’s common stock for $9.9 million and 351,250 shares for $23.5 million, respectively.
Cash Dividends
The following table shows the Company's cash dividend declared per share for the periods indicated:
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Cash dividends declared per share | $ | $ | |||||||||
12
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
5. Financial Instruments
The following tables show the Company’s financial instruments and balance sheet classification as of July 31, 2025 and April 30, 2025:
| July 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement | Balance Sheet Classification | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Marketable Securities, Current | Marketable Securities, Non- current | Other Accrued Liabilities | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Changes in Fair Value Recorded in | |||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial paper | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Corporate notes/bonds | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury and Agency Securities | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Total debt investments | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Changes in Fair Value Recorded in | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||||||||||||||||||||||||||
Mutual funds (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total equity investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
13
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
| April 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement | Balance Sheet Classification | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Marketable Securities, Current | Marketable Securities, Non-current | Income Taxes & Other Receivables | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Changes in Fair Value Recorded in | |||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial paper | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Corporate notes/bonds | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury and Agency Securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Total debt investments | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Changes in Fair Value Recorded in | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||||||||||||||||||||||||||
Mutual funds (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total equity investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
___________________
| (1) | These investments are held in trust for settlement of the Company’s vested obligations of $ | ||||
As of July 31, 2025, available-for-sale marketable securities had remaining maturities ranging from less than 1 month to 24 months. During the three months ended July 31, 2025 and 2024, there were $8.8 million and $6.9 million in sales/maturities of available-for-sale marketable securities, respectively. Investments in marketable securities that are held in trust for settlement of the Company’s vested obligations under the ECAP are equity securities and are based upon the investment selections the employee elects from a pre-determined set of securities in the ECAP and the Company invests in equity securities to mirror these elections. As of July 31, 2025 and April 30, 2025, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available. Unrealized gains that relate to equity securities still held as of July 31, 2025 and 2024 were $10.3 million and $11.7 million, respectively.
Foreign Currency Forward Contracts Not Designated as Hedges
The fair value of derivatives not designated as hedge instruments are as follows:
| July 31, 2025 | April 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Derivative assets: | |||||||||||
| Foreign currency forward contracts | $ | $ | |||||||||
| Derivative liabilities: | |||||||||||
| Foreign currency forward contracts | $ | $ | |||||||||
14
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
As of July 31, 2025, the total notional amounts of the forward contracts purchased and sold were $91.7 million and $43.0 million, respectively. As of April 30, 2025, the total notional amounts of the forward contracts purchased and sold were $74.7 million and $42.6 million, respectively. The Company recognizes forward contracts as a net asset or net liability on the condensed consolidated balance sheets as such contracts are covered by master netting agreements. During the three months ended July 31, 2025 and 2024, the Company incurred losses of $1.1 million and $0.2 million, respectively, related to forward contracts which are recorded in general and administrative expenses in the accompanying condensed consolidated statements of income. These foreign currency losses offset foreign currency gains that result from transactions denominated in a currency other than the Company’s functional currency. The cash flows related to foreign currency forward contracts are included in cash flows from operating activities.
6. Deferred Compensation and Retirement Plans
The Company has several deferred compensation and retirement plans for eligible consultants and vice presidents that provide defined benefits to participants based on the deferral of current compensation or contributions made by the Company subject to vesting and retirement or termination provisions. Among these plans is a defined benefit pension plan for certain employees in the U.S. The assets of this plan are held separately from the assets of the sponsor in self-administered funds. All other defined benefit obligations from other plans are unfunded.
The components of net periodic benefit costs are as follows:
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Amortization of actuarial loss | |||||||||||
Expected return on plan assets (1) | ( | ( | |||||||||
| Net periodic service credit amortization | ( | ( | |||||||||
Net periodic benefit costs (2) | $ | $ | |||||||||
___________________
| (1) | The expected long-term rate of return on plan assets was | ||||
| (2) | The service cost, interest cost and the other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income, net, respectively, on the condensed consolidated statements of income. | ||||
The Company purchased company-owned life insurance ("COLI") contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of setting aside funds to cover such plans. The gross cash surrender value ("CSV") of these contracts of $341.4 million and $325.5 million as of July 31, 2025 and April 30, 2025, respectively, was offset by outstanding policy loans of $72.8 2.6 million and $2.2 million during the three months ended July 31, 2025 and 2024, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying condensed consolidated statements of income.
The Company’s ECAP is intended to provide certain employees an opportunity to defer their salary and/or bonus on a pre-tax basis. In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance. Certain key members of management may also receive Company ECAP contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis over the service period, generally a five-year period. Participants have the ability to allocate their deferrals among a number of investment options and may receive their benefits at termination, retirement or ‘in service’ either in a lump sum or in quarterly installments over -to-15 years. The ECAP amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable on the accompanying condensed consolidated balance sheets.
15
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
The ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs. During the three months ended July 31, 2025 and 2024, deferred compensation liability increased; therefore, the Company recognized an increase in compensation expense of $12.0 million and $13.6 million, respectively. Offsetting the increases in compensation and benefits expense was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $12.3 million and $14.2 million during the three months ended July 31, 2025 and 2024, respectively, recorded in other income, net on the condensed consolidated statements of income (see Note 5 — Financial Instruments).
7. Fee Revenue
Contract Balances
A contract asset (unbilled receivables) is recorded when the Company transfers control of products or services before there is an unconditional right to payment. A contract liability (deferred revenue) is recorded when cash is received in advance of performance of the obligation. Deferred revenue represents the future performance obligations to transfer control of products or services for which the Company has already received consideration. Deferred revenue is presented in other accrued liabilities on the condensed consolidated balance sheets.
The following table outlines the Company’s contract asset and liability balances as of July 31, 2025 and April 30, 2025:
| July 31, 2025 | April 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Contract assets-unbilled receivables | $ | $ | |||||||||
| Contract liabilities-deferred revenue | $ | $ | |||||||||
During the three months ended July 31, 2025, the Company recognized revenue of $85.6 million that was included in the contract liabilities balance at the beginning of the period.
Performance Obligations
The Company has elected to apply the practical expedient to exclude the value of unsatisfied performance obligations for contracts with a duration of one year or less, which applies to all executive search, professional search and to most of the fee revenue from the interim business. As of July 31, 2025, the aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year at inception was $1,132.5 million. Of the $1,132.5 million of remaining performance obligations, the Company expects to recognize approximately $440.8 million in the remainder of fiscal 2026, $413.4 million in fiscal 2027, $208.2 million in fiscal 2028 and the remaining $70.1 million in fiscal 2029 and thereafter. However, this amount should not be considered an indication of the Company’s future revenue as contracts with an initial term of one year or less are not included. Further, the Company's contract terms and conditions allow for clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.
Disaggregation of Revenue
The Company disaggregates its revenue by Solution area and further by region for Executive Search. This information is presented in Note 10—Segments. The following table provides further disaggregation of fee revenue by industry:
| Three Months Ended July 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Dollars | % | Dollars | % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Industrial | $ | % | $ | % | |||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Life Sciences/Healthcare | |||||||||||||||||||||||
| Technology | |||||||||||||||||||||||
| Consumer Goods | |||||||||||||||||||||||
| Education/Non–Profit/General | |||||||||||||||||||||||
| Fee Revenue | $ | % | $ | % | |||||||||||||||||||
16
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
8. Credit Losses
The activity in the allowance for credit losses on the Company's trade receivables is as follows:
| (in thousands) | |||||
Balance at April 30, 2025 | $ | ||||
| Provision for credit losses | |||||
| Write-offs | ( | ||||
| Recoveries of amounts previously written off | |||||
| Foreign currency translation | |||||
Balance at July 31, 2025 | $ | ||||
The fair value and unrealized losses on available for sale debt securities, aggregated by investment category and the length of time the security has been in an unrealized loss position as of July 31, 2025 and April 30, 2025, are as follows:
| Less Than 12 Months | 12 Months or longer | Balance Sheet Classification | |||||||||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Cash and Cash Equivalent | Marketable Securities, Current | Marketable Securities, Non- Current | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Balance at July 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Commercial paper | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Corporate notes/bonds | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| U.S. Treasury and Agency Securities | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Balance at April 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Commercial paper | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Corporate notes/bonds | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The Company only purchases high grade bonds that have a maturity from the date of purchase of no more than two years . The Company monitors the creditworthiness of its investments on a quarterly basis. The Company does not intend to sell the investments and does not believe it will be required to sell the investments before the investments mature and therefore recover the amortized cost basis.
9. Income Taxes
The provision for income tax was $25.3 million in the three months ended July 31, 2025, with an effective tax rate of 27.2 %, compared to $22.4 million in the three months ended July 31, 2024, with an effective tax rate of 25.8 %. The Company's effective tax rate is primarily impacted by U.S. state income taxes and jurisdictional mix of earnings, which generally create variability in our effective tax rate over time.
On July 4, 2025, House Resolution 1, commonly referred to as the One Big Beautiful Bill Act (the "Act") was enacted into law. Key provisions of the Act include the extension and modification of certain provisions of the Tax Cuts and Jobs Act of 2017, changes to bonus depreciation, adjustments to business interest expense limitations, and modifications to the treatment of research and development expenditures. The Act has multiple effective dates, with certain provisions effective in the Company's fiscal 2026 and others becoming effective in fiscal 2027. In accordance with ASC 740, the effect of changes in tax rates and laws on deferred tax balances are recognized in the period when the legislation is enacted. The Company has reflected the effect on the Act within the provision for income taxes and the deferred tax balances as of July 31, 2025. The Act did not materially impact the Company's effective tax rate.
10. Segments
The Company has eight reportable segments: Consulting, Digital, Executive Search North America, Executive Search EMEA, Executive Search APAC, Executive Search Latin America, Professional Search & Interim and RPO.
17
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
The Company's chief executive officer is the Company’s chief operating decision maker (“CODM”), who evaluates performance and allocates resources based on the review of the Company's 1) fee revenue and 2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairment charges). The CODM is not provided asset information by reportable segment, because asset information is not used for purposes of evaluating segment performance or allocating resources among segments.
Financial highlights by reportable segments are as follows:
| Three Months Ended July 31, 2025 | ||||||||||||||||||||||||||||||||
Executive Search | ||||||||||||||||||||||||||||||||
Consulting | Digital | North America | EMEA | Asia Pacific | Latin America | Professional Search & Interim | RPO | Corporate | Consolidated | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
| Fee revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Less | ||||||||||||||||||||||||||||||||
Compensation and benefits(1) | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
General and administrative expenses(2) | ||||||||||||||||||||||||||||||||
Cost of services | ||||||||||||||||||||||||||||||||
Other segment items(3) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
Segment Adjusted EBITDA | ( | |||||||||||||||||||||||||||||||
Reconciliation of Segment Adjusted EBITDA | ||||||||||||||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||||||||||||||
Interest expense, net | ||||||||||||||||||||||||||||||||
Integration/acquisition costs | ||||||||||||||||||||||||||||||||
Income tax provision | ||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
Net income attributable to Korn Ferry | $ | |||||||||||||||||||||||||||||||
___________________
(1)Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.
(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.
(3)Includes reimbursed expenses and other income, net.
18
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
| Three Months Ended July 31, 2024 | ||||||||||||||||||||||||||||||||
Executive Search | ||||||||||||||||||||||||||||||||
Consulting | Digital | North America | EMEA | Asia Pacific | Latin America | Professional Search & Interim | RPO | Corporate | Consolidated | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
| Fee revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Less | ||||||||||||||||||||||||||||||||
Compensation and benefits(1) | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
General and administrative expenses(2) | ||||||||||||||||||||||||||||||||
Cost of services | ||||||||||||||||||||||||||||||||
Other segment items(3) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
Segment Adjusted EBITDA | ( | |||||||||||||||||||||||||||||||
Reconciliation of Segment Adjusted EBITDA | ||||||||||||||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||||||||||||||
Interest expense, net | ||||||||||||||||||||||||||||||||
Integration/acquisition costs | ||||||||||||||||||||||||||||||||
Income tax provision | ||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
Net income attributable to Korn Ferry | $ | |||||||||||||||||||||||||||||||
___________________
(1)Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.
(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.
(3)Includes reimbursed expenses and other income, net.
Depreciation and amortization by reportable segments are as follows:
Year Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
Consulting | $ | $ | |||||||||
Digital | |||||||||||
Executive Search: | |||||||||||
North America | |||||||||||
EMEA | |||||||||||
Asia Pacific | |||||||||||
Latin America | |||||||||||
Professional Search & Interim | |||||||||||
RPO | |||||||||||
Corporate | |||||||||||
Total depreciation and amortization | $ | $ | |||||||||
19
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
11. Long-Term Debt
Long-term debt net, at amortized cost, consisted of the following:
| In thousands | July 31, 2025 | April 30, 2025 | ||||||||||||
| Senior Unsecured Notes | $ | $ | ||||||||||||
| Less: Unamortized discount and issuance costs | ( | ( | ||||||||||||
| Long-term borrowings, net of unamortized discount and debt issuance costs | $ | $ | ||||||||||||
Credit Facilities
The Company was party to a credit agreement dated as of December 16, 2019 (as amended, amended and restated or otherwise modified, the “Prior Credit Agreement”) with Bank of America, National Association as administrative agent and other lenders party thereto. The Prior Credit Agreement provided for a $650.0 million five-year senior secured revolving credit facility maturing June 24, 2027 (the “Prior Facility”). The Prior Credit Agreement also provided that, under certain circumstances, the Company could incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount up to $250.0 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00.
On July 1, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent and other lender parties thereto. The Credit Agreement provides for an $850.0 million five-year senior secured revolving credit facility (the “Facility”). The Credit Agreement also provides that, under certain circumstances, the Company may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $600.0 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement. The Credit Agreement replaced the Prior Credit Agreement, and the Company repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith. Since the borrowing capacity under the new arrangement increased, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new arrangement.
The Credit Agreement contains certain customary affirmative and negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a consolidated secured net leverage ratio of not greater than 3.75 to 1.00 (which may be temporarily increased to 4.25 following certain material acquisitions under certain circumstances) (the "Financial Covenant").
The principal balance of the Facility, if any, is due at maturity. The Credit Agreement matures on July 1, 2030 and any unpaid principal balance is payable on this date. The Facility may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees).
Amounts outstanding under the Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR plus an interest rate margin between 1.125 % per annum and 2.00 % per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125 % per annum and 1.00 % per annum, depending on the Company’s consolidated net leverage ratio. In addition, the Company will be required to pay to the lenders a quarterly commitment fee ranging from 0.175 % to 0.30 % per annum on the actual daily unused amount of the Facility based upon the Company’s consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.
As of July 31, 2025 and April 30, 2025, there were no 4.2 million as of July 31, 2025 and $2.2 million under the Prior Credit Agreement as of April 30, 2025. The Company had a total of $845.6 million available under the Facility after $4.4 million of standby letters of credit were issued as of July 31, 2025. The Company had $645.6 million available under the Prior Credit Agreement after $4.4 million of standby letters of credit were issued as of April 30, 2025. The Company had a total of $13.2 million and $13.1 million of standby letters with other financial institutions as of July 31, 2025 and April 30, 2025, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.
20
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
12. Leases
The Company’s lease portfolio is comprised of operating leases for office space and equipment and finance leases for equipment. Equipment leases are comprised of vehicles and office equipment.
The components of lease expense were as follows:
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Finance lease cost | |||||||||||
| Amortization of ROU assets | $ | $ | |||||||||
| Interest on lease liabilities | |||||||||||
| Operating lease cost | |||||||||||
| Short-term lease cost | |||||||||||
| Variable lease cost | |||||||||||
| Sublease income | ( | ( | |||||||||
| Total lease cost | $ | $ | |||||||||
Supplemental cash flow information related to leases was as follows:
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Financing cash flows from finance leases | $ | $ | |||||||||
| ROU assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | $ | $ | |||||||||
Maturities of lease liabilities were as follows:
| Year Ending April 30, | Operating | Financing | |||||||||
| (in thousands) | |||||||||||
2026 (excluding the three months ended July 31, 2025) | $ | $ | |||||||||
2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | |||||||||||
| Less: imputed interest | |||||||||||
| Total | $ | $ | |||||||||
21
KORN FERRY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2025 (continued)
13. Subsequent Event
Quarterly Dividend Declaration
On September 8, 2025, the Board of Directors of the Company declared a cash dividend of $0.48 per share with a payment date of October 15, 2025 to holders of the Company’s common stock of record at the close of business on September 26, 2025. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial condition, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant. The Board of Directors may amend, revoke, or suspend the dividend policy at any time and for any reason.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain certain statements that we believe are, or may be considered to be, “forward-looking” statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “will,” “likely,” “estimates,” “potential,” “continue” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals, including the timing and anticipated impacts of our business strategy, expected demand for and relevance of our products and services, and expected results of our business diversification strategy, are also forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those contemplated by the relevant forward-looking statement. The principal risk factors that could cause actual performance, results, outcomes and timing and future actions to differ materially from the forward-looking statements include, but are not limited to, those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, trade wars, global slowdowns, or recessions, competition, geopolitical tensions, shifts in global trade patterns, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, impact of inflationary pressures on our profitability, maintaining our relationships with customers and suppliers and retaining key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, consolidation of or within the industries we serve, changes and developments in governmental laws and regulations, evolving investor and customer expectations with regard to corporate responsibility matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of workforce, real estate, and other restructuring initiatives, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property (“IP”), our ability to enhance and develop new technology, including artificial intelligence (“AI”), our ability to successfully recover from a disaster or other business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, the impact of treaties or regulations on our business and our Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, the utilization and billing rates of our consultants, seasonality, the expansion of social media platforms, the ability to effect acquisitions and integrate acquired businesses, resulting organizational changes, our indebtedness, the ultimate magnitude and duration of any future pandemics or similar 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, and the matters disclosed under the heading “Risk Factors” in the Company’s Exchange Act reports, including Item 1A included in the Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (the “Form 10-K”). Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events, circumstances or otherwise, except as required by law.
The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. We also make available on the Investor Relations portion of our website earnings slides and other important information, which we encourage you to review.
Executive Summary
Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global consulting firm that powers performance. We help unlock the potential in people and unleash transformation across organizations—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change. That’s why the world’s most admired companies across every major industry turn to us—for a shared commitment to lasting impact and the bold ambition to Be More Than.
As client needs have grown more complex, Korn Ferry has expanded its capabilities and become a comprehensive partner for talent and organizational performance. Today, we deliver a broad range of offerings across the talent lifecycle, combining deep expertise with scalable delivery models to meet the needs of organizations at every stage of growth. Our talent, industry expertise, global reach, and specialized solutions come together to solve our clients’ toughest performance challenges. We pair this with 10 billion data points, behavioral science, and powerful IP—our Foundational Assets. These assets support a broad set of Capabilities and power Integrated Solutions designed to keep pace with change.
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Our Capabilities span the full talent lifecycle and are built on the strength of our Foundational Assets. Our Capabilities consist of the following:
•Organizational Strategy - Aligning people, processes, and structure to support business goals through organizational design, role clarity, and operating model optimization.
•Assessment & Succession - Evaluating individual potential and readiness to guide hiring, promotion, mobility and succession decisions.
•Talent Acquisition - Sourcing and hiring top talent across all levels via executive search, professional recruiting, interim talent, and Recruitment Process Outsourcing ("RPO").
•Leadership & Professional Development - Developing leaders and building critical skills through coaching, experimental learning programs, and scalable digital programs.
•Total Rewards - Designing compensation, benefits, and recognition programs that drive performance and reflect business priorities.
•Board and Chief Executive Officer ("CEO") Services - Advising boards and CEOs on leadership transitions, governance, and long-term planning.
Korn Ferry serves clients through a combination of strategic account partnerships and flexible engagement models designed to meet organizations where they are. At the center of this model is our Marquee and Diamond Accounts Program (the “Program”)—a structured approach to managing long-term relationships with many of the world’s most complex organizations.
Clients within the Program are supported by dedicated account leaders who coordinate engagement across Korn Ferry’s full portfolio—enabling consistent delivery, deep understanding of client priorities, and early access to new offerings. As of July 31, 2025, our 350 Marquee and Diamond accounts represented approximately 39% of consolidated fee revenue—more than double their contribution at the Program’s inception.
Korn Ferry delivers services through five Solution areas. The Solution areas reflect the breadth of our talent and organizational offerings and correspond to eight reportable segments supported by centralized functions that drive consistency, innovation, and scale. These segments represent how we currently organize and deliver our work to the market, enabling us to deliver specialized expertise at scale while remaining agile in response to evolving client needs and together, these areas comprise eight reportable segments. The five Solution areas are the following:
1.Consulting helps clients design and implement the talent strategies, organizational structures, and workforce capabilities and rewards to drive growth. Our consulting teams collaborate across Korn Ferry to deliver integrated solutions that support end-to-end transformation—from strategy through execution.
2.Digital leads the development, integration and commercialization of products in the Korn Ferry Talent Suite, as well as enabling technology across Korn Ferry's other Solution areas. Built on decades of proprietary data, IP, behavioral science, and talent intelligence, these tools empower data-driven decision-making and provide real-time access to benchmarks, assessments, talent development, rewards, and diagnostics across the talent lifecycle. They are leveraged in multiple ways: by consultants within service delivery, as embedded components of Integrated Solutions, or accessed directly by clients through subscription- and license-based models.
3.Executive Search delivers industry-leading executive recruitment across global markets, powered by decades of expertise and deep industry/sector specialization, and our own top-tier executive search professionals. We help organizations recruit board-level, C-suite, and senior executive talent, using proprietary assessments, leadership benchmarks, and deep functional insight to identify leaders who align with strategy, culture and long-term priorities. This solution is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, Middle East and Africa ("EMEA"), Executive Search Asia Pacific ("APAC") and Executive Search Latin America).
4.Professional Search & Interim focuses on scalable, high impact recruiting and interim talent solutions at the professional level that offer flexibility and speed in dynamic business environments. We help clients rapidly place permanent professionals and senior/professional interim leaders across business-critical functions such as Finance and Accounting, IT, Human Resources, and Operations.
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5.RPO provides high-volume, outsourced hiring solutions that deliver end-to-end talent acquisition services for enterprise clients. These programs are delivered through global Talent Delivery Centers, using a technology enabled platform and are designed and managed to align with each client’s business objectives, leveraging our IP, data, science, and deep talent expertise. Advanced technology and AI-driven tools are used to enhance the platform to drive scale, efficiency, and quality, while offering an engaging experience for candidates throughout the hiring process.
Q1 FY'26 Performance Highlights
•Fee revenue in Q1 FY'26 was $708.6 million, a year-over-year increase of 5%.
•Executive Search fee revenue was $224.3 million, an increase of 8% year-over-year.
•Professional Search & Interim fee revenue increased 10% year-over-year.
•Net income attributable to Korn Ferry was $66.6 million, an increase of 6% year-over-year, with a margin of 9.4%, an increase of 10bps year-over-year.
• Adjusted EBITDA was $120.4 million, an increase of 8% year-over-year, with a margin of 17.0%, an increase of 50bps year-over-year.
•Diluted earnings per share was $1.26 in Q1 FY'26, up 8% compared to the year-ago quarter.
The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of (1) fee revenue and (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairments charges). For the three months ended July 31, 2025, Adjusted EBITDA excluded $1.5 million of integration/acquisition costs. For the three months ended July 31, 2024, Adjusted EBITDA excluded $1.1 million of integration/acquisition costs.
Consolidated and subtotals of Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools. They should not be viewed as a substitute for financial information determined in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. In addition, they may not necessarily be comparable to non-GAAP performance measures that may be presented by other companies.
Management believes the presentation of these non-GAAP financial measures provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain charges, items of income and other items that may not be indicative of Korn Ferry’s ongoing operating results. The use of these non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance and the identification of operating trends that may otherwise be distorted by the factors discussed above. Korn Ferry includes these non-GAAP financial measures because management believes it is 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. The accounting policies for the reportable segments are the same as those described in the summary of significant accounting policies in the accompanying condensed consolidated financial statements, except that the above noted items are excluded to arrive at Adjusted EBITDA. Management further believes that 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.
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Results of Operations
The following table summarizes the results of our operations as a percentage of fee revenue:
(Numbers may not total exactly due to rounding)
| Three Months Ended July 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Fee revenue | 100.0 | % | 100.0 | % | |||||||
| Reimbursed out-of-pocket engagement expenses | 1.0 | 1.2 | |||||||||
| Total revenue | 101.0 | 101.2 | |||||||||
| Compensation and benefits | 65.1 | 66.9 | |||||||||
| General and administrative expenses | 9.0 | 8.9 | |||||||||
| Reimbursed expenses | 1.0 | 1.2 | |||||||||
| Cost of services | 10.9 | 10.0 | |||||||||
| Depreciation and amortization | 3.2 | 2.9 | |||||||||
| Other income, net | 1.8 | 2.1 | |||||||||
| Interest expense, net | 0.5 | 0.6 | |||||||||
| Income tax provision | 3.6 | 3.3 | |||||||||
| Net income | 9.5 | % | 9.5 | % | |||||||
| Net income attributable to Korn Ferry | 9.4 | % | 9.3 | % | |||||||
The following tables summarize the results of our operations:
(Numbers may not total exactly due to rounding)
| Three Months Ended July 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Dollars | % | Dollars | % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Fee revenue | |||||||||||||||||||||||
| Consulting | $ | 169,962 | 24.0 | % | $ | 167,870 | 24.9 | % | |||||||||||||||
| Digital | 89,198 | 12.6 | 88,180 | 13.1 | |||||||||||||||||||
| Executive Search: | |||||||||||||||||||||||
| North America | 139,654 | 19.7 | 134,752 | 20.0 | |||||||||||||||||||
| EMEA | 53,781 | 7.6 | 45,981 | 6.8 | |||||||||||||||||||
| Asia Pacific | 24,701 | 3.5 | 20,579 | 3.0 | |||||||||||||||||||
| Latin America | 6,117 | 0.8 | 7,323 | 1.1 | |||||||||||||||||||
| Total Executive Search | 224,253 | 31.6 | 208,635 | 30.9 | |||||||||||||||||||
| Professional Search & Interim | 133,901 | 18.9 | 121,741 | 18.0 | |||||||||||||||||||
| RPO | 91,299 | 12.9 | 88,520 | 13.1 | |||||||||||||||||||
| Total fee revenue | 708,613 | 100.0 | % | 674,946 | 100.0 | % | |||||||||||||||||
| Reimbursed out-of-pocket engagement expense | 6,930 | 7,815 | |||||||||||||||||||||
| Total revenue | $ | 715,543 | $ | 682,761 | |||||||||||||||||||
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In the tables that follow, the Company presents a subtotal for Executive Search Adjusted EBITDA and a single percentage for Executive Search Adjusted EBITDA margin, which reflects the aggregate of all of the individual Executive Search Regions. These figures are non-GAAP financial measures and are presented as they are consistent with the Company’s Solution areas and are financial metrics used by the Company’s investor base.
| Three Months Ended July 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Consolidated | |||||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Fee revenue | $ | 708,613 | 100.0 | % | $ | 674,946 | 100.0 | % | |||||||||||||||
| Total revenue | $ | 715,543 | 101.0 | % | $ | 682,761 | 101.2 | % | |||||||||||||||
| Net income attributable to Korn Ferry | $ | 66,636 | 9.4 | % | $ | 62,604 | 9.3 | % | |||||||||||||||
| Net income attributable to noncontrolling interest | 798 | 0.1 | 1,652 | 0.2 | |||||||||||||||||||
| Interest expense, net | 3,516 | 0.5 | 3,945 | 0.6 | |||||||||||||||||||
| Income tax provision | 25,250 | 3.6 | 22,354 | 3.3 | |||||||||||||||||||
| Depreciation and amortization | 22,686 | 3.2 | 19,578 | 2.9 | |||||||||||||||||||
| Integration/acquisition costs | 1,508 | 0.2 | 1,076 | 0.2 | |||||||||||||||||||
| Adjusted EBITDA | $ | 120,394 | 17.0 | % | $ | 111,209 | 16.5 | % | |||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Net income attributable to Korn Ferry | Net income attributable to Korn Ferry margin | Net income attributable to Korn Ferry | Net income attributable to Korn Ferry margin | ||||||||||||||||||||||||||||||||||||||||||||
Consolidated | $ | 66,636 | 9.4 | % | $ | 62,604 | 9.3 | % | |||||||||||||||||||||||||||||||||||||||
| Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | ||||||||||||||||||||||||||||||||||||||||
| Consulting | $ | 169,962 | $ | 172,699 | $ | 28,809 | 17.0 | % | $ | 167,870 | $ | 170,767 | $ | 29,294 | 17.5 | % | |||||||||||||||||||||||||||||||
| Digital | 89,198 | 89,245 | 27,607 | 31.0 | % | 88,180 | 88,211 | 26,623 | 30.2 | % | |||||||||||||||||||||||||||||||||||||
| Executive Search: | |||||||||||||||||||||||||||||||||||||||||||||||
| North America | 139,654 | 141,215 | 41,240 | 29.5 | % | 134,752 | 136,087 | 35,098 | 26.0 | % | |||||||||||||||||||||||||||||||||||||
| EMEA | 53,781 | 54,081 | 9,143 | 17.0 | % | 45,981 | 46,276 | 7,265 | 15.8 | % | |||||||||||||||||||||||||||||||||||||
| Asia Pacific | 24,701 | 24,839 | 5,535 | 22.4 | % | 20,579 | 20,704 | 4,218 | 20.5 | % | |||||||||||||||||||||||||||||||||||||
| Latin America | 6,117 | 6,139 | 1,540 | 25.2 | % | 7,323 | 7,326 | 2,798 | 38.2 | % | |||||||||||||||||||||||||||||||||||||
| Total Executive Search | 224,253 | 226,274 | 57,458 | 25.6 | % | 208,635 | 210,393 | 49,379 | 23.7 | % | |||||||||||||||||||||||||||||||||||||
| Professional Search & Interim | 133,901 | 135,141 | 28,027 | 20.9 | % | 121,741 | 122,730 | 25,706 | 21.1 | % | |||||||||||||||||||||||||||||||||||||
| RPO | 91,299 | 92,184 | 14,342 | 15.7 | % | 88,520 | 90,660 | 12,494 | 14.1 | % | |||||||||||||||||||||||||||||||||||||
| Corporate | — | — | (35,849) | — | — | (32,287) | |||||||||||||||||||||||||||||||||||||||||
| Consolidated | $ | 708,613 | $ | 715,543 | $ | 120,394 | 17.0 | % | $ | 674,946 | $ | 682,761 | $ | 111,209 | 16.5 | % | |||||||||||||||||||||||||||||||
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Three Months Ended July 31, 2025 Compared to Three Months Ended July 31, 2024
Fee Revenue
Fee Revenue. Fee revenue was $708.6 million in the three months ended July 31, 2025, an increase of $33.7 million, or 5%, compared to $674.9 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $9.1 million, or 1%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in fee revenue was primarily due to higher fee revenues in Executive Search EMEA, Executive Search North America, Executive Search APAC, and Professional Search & Interim.
Consulting. Consulting reported fee revenue of $170.0 million, an increase of $2.1 million, or 1%, in the three months ended July 31, 2025 compared to $167.9 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $2.8 million, or 2%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in fee revenue was primarily driven by a 9% increase in average bill rates, partially offset by a shift to larger and longer duration engagements and slower delivery of backlog engagements.
Digital. Digital reported fee revenue of $89.2 million, an increase of $1.0 million, or 1%, in the three months ended July 31, 2025 compared to $88.2 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $1.6 million, or 2%, in the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search North America. Executive Search North America reported fee revenue of $139.7 million, an increase of $4.9 million, or 4%, in the three months ended July 31, 2025 compared to $134.8 million in the year-ago quarter. North America’s fee revenue increased primarily due to a 2% increase in the number of engagements billed and a 1% increase in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search EMEA. Executive Search EMEA reported fee revenue of $53.8 million, an increase of $7.8 million, or 17%, in the three months ended July 31, 2025 compared to $46.0 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $2.6 million, or 6%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in fee revenue was primarily due to a 16% increase in the number of engagements billed, partially offset by a 5% decrease in weighted-average fee billed per engagement (calculated using local currency) during the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search Asia Pacific. Executive Search Asia Pacific reported fee revenue of $24.7 million, an increase of $4.1 million, or 20%, in the three months ended July 31, 2025 compared to $20.6 million in the year-ago quarter. The increase in fee revenue was primarily due to a 20% increase in the number of engagements billed during the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search Latin America. Executive Search Latin America reported fee revenue of $6.1 million, a decrease of $1.2 million, or 16%, in the three months ended July 31, 2025 compared to $7.3 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $0.4 million, or 5%, in the three months ended July 31, 2025 compared to the year-ago quarter. Latin America's fee revenue decreased primarily due to a 9% decrease in the weighted-average fee billed per engagement (calculated using local currency) and a 3% decrease in the number of engagements billed during the three months ended July 31, 2025 compared to the year-ago quarter.
Professional Search & Interim. Professional Search & Interim reported fee revenue of $133.9 million, an increase of $12.2 million, or 10%, in the three months ended July 31, 2025 compared to $121.7 million in the year-ago quarter. The increase in fee revenue was primarily due to an increase in interim fee revenue of $9.7 million as a result of the acquisition of Trilogy International effective November 1, 2024.
RPO. RPO reported fee revenue of $91.3 million, an increase of $2.8 million, or 3%, in the three months ended July 31, 2025 compared to $88.5 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $1.7 million, or 2%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in fee revenue was primarily due to new logo clients in North America.
Compensation and Benefits
Compensation and benefits expense increased by $9.6 million, or 2%, to $461.4 million in the three months ended July 31, 2025 from $451.8 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits expense by $6.6 million, or 1% in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase in severance-related expenses of $12.5 million due to an increase in layoffs in the three months ended July 31, 2025 compared to the year-ago quarter. Also contributing to the increase were higher salaries and related payroll taxes, vacation expense, commission expense and costs related to the use of outside contractors of $8.5 million, $1.4 million, $1.7 million and $1.5 million, respectively. These increases were partially offset by a decrease of $18.3 million in performance-related bonus expense in the three months ended July 31, 2025 compared to the year-ago quarter.
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Consulting compensation and benefits expense increased by $2.5 million, or 2%, to $117.2 million in the three months ended July 31, 2025 from $114.7 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits expense by $2.3 million, or 2%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase of $5.4 million in severance-related costs due to an increase in layoffs in the three months ended July 31, 2025 compared to the year-ago quarter. This increase was partially offset by a decrease of $4.0 million in performance-related bonus expense in the three months ended July 31, 2025 compared to the year-ago quarter.
Digital compensation and benefits expense decreased by $0.8 million, or 2%, to $44.5 million in the three months ended July 31, 2025 compared to $45.3 million in the year-ago quarter. The decrease in compensation and benefits expense was primarily due to lower performance-related bonus expense of $5.8 million, partially offset by increases in severance expense, salaries and related payroll taxes and commission expense of $1.6 million, $1.5 million and $1.1 million, respectively, in the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search North America compensation and benefits expense decreased by $1.7 million, or 2%, to $99.5 million in the three months ended July 31, 2025 compared to $101.2 million in the year-ago quarter. Compensation and benefits expense decreased primarily due to a decrease in performance-related bonus expense of $2.6 million, partially offset by an increase of $0.6 million in severance-related costs in the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search EMEA compensation and benefits expense increased by $5.6 million, or 16%, to $40.2 million in the three months ended July 31, 2025 compared to $34.6 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits expense by $2.0 million, or 6%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase in salaries and related payroll taxes of $2.2 million as a result of a 10% increase in average consultant headcount in the three months ended July 31, 2025 compared to the year-ago quarter. Also contributing to the increase was an increase in performance-related bonus expense of $1.9 million driven by the higher segment fee revenue in the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search Asia Pacific compensation and benefits expense increased by $2.7 million, or 19%, to $17.1 million in the three months ended July 31, 2025 compared to $14.4 million in the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase in performance-related bonus expense of $1.8 million driven by the higher segment fee revenue in the three months ended July 31, 2025 compared to the year-ago quarter.
Executive Search Latin America compensation and benefits expense decreased by $0.7 million, or 16%, to $3.7 million in the three months ended July 31, 2025, compared to $4.4 million in the year-ago quarter.
Professional Search & Interim compensation and benefits expense increased by $0.9 million, or 2%, to $50.1 million in the three months ended July 31, 2025, compared to $49.2 million in the year-ago quarter.
RPO compensation and benefits expense increased by $0.7 million, or 1%, to $69.3 million in the three months ended July 31, 2025, compared to $68.6 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits expense by $1.3 million, or 2%, in the three months ended July 31, 2025 compared to the year-ago quarter.
Corporate compensation and benefits expense was $19.8 million in the three months ended July 31, 2025, essentially flat compared to $19.4 million in the year-ago quarter.
General and Administrative Expenses
General and administrative expenses increased by $3.9 million, or 7%, to $63.9 million in the three months ended July 31, 2025 from $60.0 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to increases of $2.4 million and $1.5 million in legal and other professional fees and computer software licenses, respectively, in the three months ended July 31, 2025 compared to the year-ago quarter.
Consulting general and administrative expenses were $13.0 million in the three months ended July 31, 2025, essentially flat compared to $12.9 million in the year-ago quarter.
Digital general and administrative expenses increased by $0.9 million, or 10%, to $10.0 million in the three months ended July 31, 2025, compared to $9.1 million in the year-ago quarter. The increase was due to an increase in computer software licenses.
Executive Search North America general and administrative expenses decreased by $0.7 million, or 9%, to $6.9 million in the three months ended July 31, 2025, compared to $7.6 million in the year-ago quarter.
Executive Search EMEA general and administrative expenses were $4.4 million in the three months ended July 31, 2025, essentially flat compared to $4.1 million in the year-ago quarter.
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Executive Search Asia Pacific general and administrative expenses were $2.1 million in the three months ended July 31, 2025, essentially flat compared to $2.2 million in the year-ago quarter.
Executive Search Latin America general and administrative expenses were $0.9 million in the three months ended July 31, 2025, a slight increase compared to $0.2 million in the year-ago quarter.
Professional Search & Interim general and administrative expenses were $5.1 million in the three months ended July 31, 2025, essentially flat compared to $5.2 million in the year-ago quarter.
RPO general and administrative expenses were $4.4 million in the three months ended July 31, 2025, essentially flat compared to $4.7 million in the year-ago quarter.
Corporate general and administrative expenses increased by $2.9 million, or 21%, to $16.9 million in the three months ended July 31, 2025, compared to $14.0 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to an increase in legal and other professional fees of $3.0 million in the three months ended July 31, 2025 compared to the year-ago quarter.
Cost of Services Expense
Cost of services expense consists of contractor and product costs related to delivery of various services and products through Consulting, Digital, Professional Search & Interim and RPO. Cost of services expense increased by $9.7 million, or 14%, to $77.2 million in the three months ended July 31, 2025 compared to $67.5 million in the year-ago quarter. Professional Search & Interim accounted for $9.4 million of the increase due to an increase in fee revenue in the segment as a significant amount of interim services they perform have a higher cost of service expense as compared to the Company's other segments.
Depreciation and Amortization Expenses
Depreciation and amortization expenses increased by $3.1 million, or 16%, to $22.7 million in the three months ended July 31, 2025, compared to $19.6 million in the year-ago quarter. The increase was primarily due to the accelerated depreciation associated with the decision to sunset our Digital platform upon the introduction of the Korn Ferry Talent Suite platform, expected in the third quarter of fiscal 2026.
Net Income Attributable to Korn Ferry
Net income attributable to Korn Ferry increased by $4.0 million, or 6%, to $66.6 million in the three months ended July 31, 2025, as compared to $62.6 million in the year-ago quarter. The increase in net income attributable to Korn Ferry was primarily due to an increase in fee revenue of $33.7 million, partially offset by increased cost of services expense of $9.7 million, compensation and benefits expense of $9.6 million, general and administrative expenses of $3.9 million, depreciation and amortization expenses of $3.1 million and income tax provision of $2.9 million in the three months ended July 31, 2025 compared to the year-ago quarter. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 9% in both the three months ended July 31, 2025 and 2024.
Adjusted EBITDA
Adjusted EBITDA increased by $9.2 million, or 8%, to $120.4 million in the three months ended July 31, 2025 as compared to $111.2 million in the year-ago quarter. The increase in Adjusted EBITDA was driven by an increase in fee revenue, partially offset by the increases in cost of services expense, compensation and benefit expense (excluding integration/acquisition costs) and general and administrative expenses. Adjusted EBITDA, as a percentage of fee revenue, was 17% in the three months ended July 31, 2025 compared to 16% in the year-ago quarter.
Consulting Adjusted EBITDA was $28.8 million in the three months ended July 31, 2025, a decrease of $0.5 million, or 2%, as compared to $29.3 million in the year-ago quarter. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 17% in both the three months ended July 31, 2025 and 2024.
Digital Adjusted EBITDA was $27.6 million in the three months ended July 31, 2025, an increase of $1.0 million, or 4%, as compared to $26.6 million in the year-ago quarter. This increase in Adjusted EBITDA was primarily driven by an increase in fee revenue. Digital Adjusted EBITDA, as a percentage of fee revenue, was 31% and 30% in the three months ended July 31, 2025 and 2024, respectively.
Executive Search North America Adjusted EBITDA increased by $6.1 million, or 17%, to $41.2 million in the three months ended July 31, 2025 compared to $35.1 million in the year-ago quarter. The increase was mainly driven by higher fee revenue in the segment, coupled with a decrease in compensation and benefits expense for the three months ended July 31, 2025 compared to the year-ago quarter. Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 30% and 26% in the three months ended July 31, 2025 and 2024, respectively.
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Executive Search EMEA Adjusted EBITDA increased by $1.8 million, or 25%, to $9.1 million in the three months ended July 31, 2025 compared to $7.3 million in the year-ago quarter. The increase was primarily driven by an increase in fee revenue, partially offset by an increase in compensation and benefits expense for the three months ended July 31, 2025 compared to the year-ago quarter. Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 17% and 16% in the three months ended July 31, 2025 and 2024, respectively.
Executive Search Asia Pacific Adjusted EBITDA increased by $1.3 million, or 31%, to $5.5 million in the three months ended July 31, 2025 compared to $4.2 million in the year-ago quarter. The increase was primarily driven by an increase in fee revenue, partially offset by an increase in compensation and benefits expense. Executive Search Asia Pacific Adjusted EBITDA, as a percentage of fee revenue, was 22% and 20% in the three months ended July 31, 2025 and 2024, respectively.
Executive Search Latin America Adjusted EBITDA decreased by $1.3 million, or 46%, to $1.5 million in the three months ended July 31, 2025 compared to $2.8 million in the year-ago quarter. The decrease was primarily driven by a decrease in fee revenue for the three months ended July 31, 2025 compared to the year-ago quarter. Executive Search Latin America Adjusted EBITDA, as a percentage of fee revenue, was 25% and 38% in the three months ended July 31, 2025 and 2024, respectively.
Professional Search & Interim Adjusted EBITDA was $28.0 million in the three months ended July 31, 2025, an increase of $2.3 million, or 9%, as compared to $25.7 million in the year-ago quarter. The increase in Adjusted EBITDA was mainly driven by higher fee revenue, partially offset by an increase in cost of services expense. Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 21% in both three months ended July 31, 2025 and 2024.
RPO Adjusted EBITDA was $14.3 million in the three months ended July 31, 2025, an increase of $1.8 million, or 14%, as compared to $12.5 million in the year-ago quarter. The increase in Adjusted EBITDA was mainly driven by higher fee revenue, partially offset by an increase in compensation and benefits expense. RPO Adjusted EBITDA, as a percentage of fee revenue, was 16% and 14% in the three months ended July 31, 2025 and 2024, respectively.
Other Income, Net
Other income, net was $12.8 million in the three months ended July 31, 2025 compared to $14.5 million in the year-ago quarter. The difference was primarily due to a decrease in the gains generated from the increased fair value of our marketable securities that are held in trust for the settlement of the Company's obligation under the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (collectively, "ECAP") during the three months ended July 31, 2025 compared to the year-ago quarter.
Interest Expense, Net
Interest expense, net primarily relates to the Company's 4.625% Senior Unsecured Notes due 2027 ("Notes") issued in December 2019, borrowings under company-owned life insurance ("COLI") policies and interest cost related to our deferred compensation plans, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was $3.5 million in the three months ended July 31, 2025 compared to $3.9 million in the year-ago quarter.
Income Tax Provision
The provision for income tax was $25.3 million in the three months ended July 31, 2025, with an effective tax rate of 27.2%, compared to $22.4 million in the three months ended July 31, 2024, with an effective tax rate of 25.8%. Our effective tax rate is primarily impacted by U.S. state income taxes and jurisdictional mix of earnings, which generally create variability in our effective tax rate over time.
On July 4, 2025, House Resolution 1, commonly referred to as the One Big Beautiful Bill Act (the "Act") was enacted into law. Key provisions of the Act include the extension and modification of certain provisions of the Tax Cuts and Jobs Act of 2017, changes to bonus depreciation, adjustments to business interest expense limitations, and modifications to the treatment of research and development expenditures. The Act has multiple effective dates, with certain provisions effective in fiscal 2026 and others becoming effective in fiscal 2027. In accordance with ASC 740, the effect of changes in tax rates and laws on deferred tax balances are recognized in the period when the legislation is enacted. We reflected the effect of the Act within the provision for income taxes and the deferred tax balances as of July 31, 2025. The Act did not materially impact our effective tax rate.
Net Income Attributable to Noncontrolling Interest
Net income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of such subsidiary not held by Korn Ferry that are included in the condensed consolidated results of income. Net income attributable to noncontrolling interest for the three months ended July 31, 2025 was $0.8 million, as compared to $1.7 million in the three months ended July 31, 2024.
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Liquidity and Capital Resources
The Company and its Board of Directors endorse a balanced approach to capital allocation. The Company’s long-term priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of IP and derivative products and services and the investment in synergistic, accretive merger and acquisition transactions that are expected to earn a return that is superior to the Company's cost of capital. Next, the Company’s capital allocation approach contemplates the return of a portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below and in the “Risk Factors” section of the Form 10-K. Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our Credit Agreement (defined below) and Notes, as well as using excess cash to repay the Notes.
On December 16, 2019, we completed a private placement of the Notes with a $400.0 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes were issued with a $4.5 million discount and will mature December 15, 2027, with interest payable semi-annually in arrears on June 15 and December 15 of each year, that commenced on June 15, 2020. The Notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness. We may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. The Notes are guaranteed by each of our existing and future wholly owned domestic subsidiaries to the extent such subsidiaries guarantee our obligations under the Credit Agreement (defined below). The indenture governing the Notes requires that, upon the occurrence of both a Change of Control and a Rating Decline (each as defined in the indenture), we shall make an offer to purchase all of the Notes at 101% of their principal amount, and accrued and unpaid interest. We used the proceeds from the offering of the Notes to repay $276.9 million outstanding under our prior revolving credit facility and to pay expenses and fees in connection therewith. As of July 31, 2025, the fair value of the Notes was $394.0 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.
On July 1, 2025, we entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent and other lender parties thereto. The Credit Agreement provides for an $850.0 million five-year senior secured revolving credit facility (the “Facility”). The Credit Agreement also provides that, under certain circumstances, we may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $600.0 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00. The Credit Agreement replaced a previous credit agreement dated as of December 16, 2019 (as amended, amended and restated or otherwise modified, the “Prior Credit Agreement”) with Bank of America, National Association as administrative agent and other lenders party thereto. We repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith. See Note 11 —Long-Term Debt for a further description of the Credit Agreement. The Company had a total of $845.6 million available under the Facility and $645.6 million available under the Prior Credit Agreement as of July 31, 2025 and April 30, 2025, respectively, after $4.4 million of standby letters of credit were issued as of both July 31, 2025 and April 30, 2025. The Company had a total of $13.2 million and $13.1 million of standby letters with other financial institutions as of July 31, 2025 and April 30, 2025, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.
On December 8, 2014, the Board of Directors adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend. On June 21, 2021 and 2022, the Board of Directors increased the quarterly dividend to $0.12 per share and $0.15 per share, respectively. On June 26, 2023, the Board of Directors approved an increase of 20% in the quarterly dividend, which increased the quarterly dividend to $0.18 per share. On December 5, 2023, the Board of Directors approved an increase of 83% in the quarterly dividend, which increased the quarterly dividend to $0.33 per share. On June 12, 2024, the Board of Directors approved an increase in the quarterly dividend to $0.37 per share. On March 10, 2025, the Board of Directors approved a further increase of 30% in the quarterly dividend, which increased the quarterly dividend to $0.48 per share. The Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Credit Agreement, our total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated net leverage ratio”) is no greater than 5.00 to 1.00, and we are in pro forma compliance with our financial covenants that require the Company to maintain a consolidated secured net leverage ratio of not greater than 3.75 to 1.00 (which may be temporarily increased to 4.25 following certain material acquisitions under certain circumstances) (the "Financial Covenant"). Furthermore, our Notes allow us to pay $25.0 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as our consolidated total leverage ratio is not greater than 3.50 to 1.00, and there is no default under the indenture governing the Notes. The declaration and payment of future dividends under the quarterly dividend program will be at the discretion of the Board of Directors and will depend upon many factors, including our earnings, capital requirements, financial conditions, the terms of our indebtedness and other factors our Board of Directors may deem to be relevant. Our Board of Directors may, however, amend, revoke or suspend our dividend policy at any time and for any reason.
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On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of approximately $300.0 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $318.0 million. The Company repurchased approximately $9.9 million and $23.5 million of the Company’s stock during the three months ended July 31, 2025 and 2024, respectively. As of July 31, 2025, $83.9 million remained available for common stock repurchases under our share repurchase program. Any decision to continue to execute our currently outstanding share repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors.
Our primary source of liquidity is the fee revenue generated from our operations, supplemented by our borrowing capacity under our Credit Agreement. Our performance is subject to the general level of economic activity in the geographic regions and the industries we service. We believe, based on current economic conditions, that our cash on hand and funds from operations and the Credit Agreement will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, debt repayments, share repurchases and dividend payments under our dividend policy during the next 12 months and thereafter for the foreseeable future. However, if the national or global economy, credit market conditions and/or labor markets were to deteriorate in the future, including as a result of ongoing macroeconomic uncertainty due to inflation and a potential recession, such changes have and could put further negative pressure on demand for our services and affect our operating cash flows. If these conditions were to persist over an extended period of time, we may incur negative cash flows and it might require us to access additional borrowings under the Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.
Cash and cash equivalents and marketable securities were $963.3 million and $1,277.0 million as of July 31, 2025 and April 30, 2025, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and cash equivalents and marketable securities were $617.7 million and $667.3 million at July 31, 2025 and April 30, 2025, respectively. As of July 31, 2025 and April 30, 2025, we held $390.9 million and $405.2 million, respectively, of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay accrued bonuses. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less. Marketable securities consist of mutual funds and investments in commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. The primary objectives of our investment in mutual funds are to meet the obligations under certain of our deferred compensation plans, while the commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities are available for general corporate purposes.
As of July 31, 2025 and April 30, 2025, marketable securities of $278.4 million and $270.0 million, respectively, included equity securities of $238.0 million (net of gross unrealized gains of $38.0 million and gross unrealized losses of $0.7 million) and $230.4 million (net of gross unrealized gains of $27.7 million and gross unrealized losses of $0.6 million), respectively, and were held in trust for settlement of our obligations under certain deferred compensation plans, of which $224.8 million and $218.0 million, respectively, were classified as non-current. These marketable securities were held to satisfy vested obligations totaling $223.8 million and $205.3 million as of July 31, 2025 and April 30, 2025, respectively. Unvested obligations under the deferred compensation plans totaled $14.2 million and $19.5 million as of July 31, 2025 and April 30, 2025, respectively.
Our working capital (current assets less current liabilities) was $816.5 million as of July 31, 2025 and $794.5 million as of April 30, 2025. The net increase in our working capital of $22.0 million as of July 31, 2025 compared to April 30, 2025 was primarily attributable to decreases in compensation and benefits payable and other accrued liabilities, as well as increases in accounts receivable, prepaid expenses and other assets, and income taxes and other receivables. These changes were partially offset by a decrease in cash and cash equivalents. The decrease in compensation and benefits payable and cash and cash equivalents was primarily due to payments of annual bonuses earned in fiscal 2025 and paid during the first quarter of fiscal 2026. Other accrued liabilities decreased primarily due to a decrease in deferred revenue. The increase in accounts receivable was due to an increase in days of sales outstanding, which went from 58 days to 64 days (which is consistent with historical experience). Prepaid expenses and other assets increased due to the annual renewal of our computer software licenses and insurance, which typically takes place in first quarter of the fiscal year while the increase in income taxes and other receivables was due to large tax payments made in the first quarter of fiscal 2026. Cash used in operating activities was $237.4 million in the three months ended July 31, 2025 compared to $227.2 million in the year-ago quarter.
Cash used in investing activities was $32.2 million in the three months ended July 31, 2025 compared to $26.7 million in the year-ago quarter. The increase from cash used in investing activities was primarily due to an increase in the purchase of property and equipment of $12.1 million, partially offset by proceeds received from sales/maturities of marketable securities net of purchases during the three months ended July 31, 2025 compared purchases of marketable securities net of sales/maturities in the year-ago quarter.
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Cash used in financing activities was $51.6 million in the three months ended July 31, 2025 compared to $56.1 million in the three months ended July 31, 2024. The decrease in cash used in financing activities was primarily due to lower repurchases of the Company’s common stock of $13.2 million, partially offset by higher dividends paid to stockholders of $6.4 million in the three months ended July 31, 2025 compared to the year-ago quarter.
Cash Surrender Value of Company-Owned Life Insurance Policies, Net of Loans
We purchased COLI policies or contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of funding benefits under such plans. As of July 31, 2025 and April 30, 2025, we held contracts with gross cash surrender value of $341.4 million and $325.5 million, respectively. Total outstanding borrowings against the CSV of COLI contracts was $72.8 million as of both July 31, 2025 and April 30, 2025. Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At July 31, 2025 and April 30, 2025, the net cash value of these policies was $268.6 million and $252.6 million, respectively.
Other than the factors discussed in this section, we are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources as of July 31, 2025.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities. We had no material changes in contractual obligations as of July 31, 2025, as compared to those disclosed in our table of contractual obligations included in our Form 10-K.
Critical Accounting Policies
Preparation of this Quarterly Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions and changes in the estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable. In preparing our interim condensed consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our condensed consolidated financial statements and in the Form 10-K. There have been no material changes in our critical accounting policies since the end of fiscal 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a result of our global operating activities, we are exposed to certain market risks, including foreign currency exchange fluctuations and fluctuations in interest rates. We manage our exposure to these risks in the normal course of our business as described below.
Foreign Currency Risk
Substantially all our foreign subsidiaries’ operations are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the end of each reporting period and revenue and expenses are translated at daily rates of exchange during the reporting period. Resulting translation adjustments are reported as a component of accumulated other comprehensive loss, net on our condensed consolidated balance sheets.
Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency gains or losses that impact our results of operations. Historically, we have not realized significant foreign currency gains or losses on such transactions. During the three months ended July 31, 2025 and 2024, we recorded foreign currency losses of $0.9 million and $0.8 million, respectively, in general and administrative expenses in the condensed consolidated statements of income.
Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving most major global currencies. Based on the ten largest exposure balances as of July 31, 2025 by notional value (including the U.S. Dollar, Canadian Dollar, Pound Sterling, Euro, Singapore Dollar), a 10% increase or decrease in the value of these currencies could result in a foreign exchange gain or loss of $16.5 million. We have a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to Accounting Standards Codification 815, Derivatives and Hedging.
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Interest Rate Risk
Our exposure to interest rate risk is limited to our Facility, borrowings against the CSV of COLI contracts and to a lesser extent our fixed income debt securities. As of July 31, 2025, there were no amounts outstanding under the Facility. At our option, loans issued under the Credit Agreement bear interest at either Term Secured Overnight Financing Rate ("SOFR") or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the Credit Agreement may fluctuate between Term SOFR, plus 1.125% per annum to 2.00% per annum, in the case of Term SOFR borrowings (or between the alternate base rate plus 0.125% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon our total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated net leverage ratio”) at such time. In addition, we are required to pay the lenders a quarterly commitment fee ranging from 0.175% to 0.300% per annum on the average daily unused amount of the Facility, based upon our consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.
We had $72.8 million of borrowings against the CSV of COLI contracts as of both July 31, 2025 and April 30, 2025, bearing interest primarily at variable rates. We have sought to minimize the risk of fluctuations in these variable rates by the fact that we receive a corresponding adjustment to our borrowed funds crediting rate, which has the effect of increasing the CSV on our COLI contracts.
Item 4. Controls and Procedures
a)Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Quarterly Report on Form 10-Q, management, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal controls over financial reporting. Based on their evaluation of our disclosure controls and procedures conducted as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of July 31, 2025.
b)Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting during the three months ended July 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in litigation both as a plaintiff and a defendant, relating to claims arising out of our operations. As of the date of this report, we are not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
In our Form 10-K, we described the material factors, events, and uncertainties that make an investment in our securities risky. Those risk factors should be considered carefully, together with all other information in that Form 10-K and our subsequent filings with the SEC. It does not address all of the risks that we face, and additional risks not presently known to us or that we currently deem immaterial may also arise and impair our business operations. As of the date of this report, there have been no material changes to the risk factors described in our Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table summarizes common stock repurchased by us during the quarter ended July 31, 2025:
Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly- Announced Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Programs (2) | ||||||||||||||||||||
| May 1, 2025— May 31, 2025 | 94,000 | $ | 66.52 | 94,000 | $87.5 million | ||||||||||||||||||
| June 1, 2025— June 30, 2025 | 38,240 | $ | 68.99 | 36,770 | $85.0 million | ||||||||||||||||||
| July 1, 2025— July 31, 2025 | 267,577 | $ | 73.65 | 15,000 | $83.9 million | ||||||||||||||||||
| Total | 399,817 | $ | 71.52 | 145,770 | |||||||||||||||||||
_________________________
(1)Represents withholding of 254,047 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.
(2)On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of $300 million. The shares can be repurchased in open market transactions or privately negotiated transactions at the Company’s discretion. The share repurchase program has no expiration date. We repurchased approximately $9.9 million of the Company’s common stock under the program during the first quarter of fiscal 2026.
The Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Credit Agreement, the Company's total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the "consolidated net leverage ratio") is no greater than 5.00 to 1.00, and we are in pro forma compliance with the Financial Covenant. Furthermore, our Notes allow the Company to pay $25.0 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00 and the Company is not in default under the indenture governing the Notes.
Item 5. Other Information
(a) None
(b) Not applicable
(c) Trading Plans
Our directors and Section 16 officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended July 31, 2025, no director or Section 16 officer adopted terminated
36
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1* | Restated Certificate of Incorporation of the Company, dated January 7, 2019, filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2019. | |||||||
| 3.2* | Eighth Amended and Restated Bylaws, effective May 26, 2023, filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed May 30, 2023. | |||||||
10.1*+ | Summary of Non-Employee Director Compensation Program Effective May 1, 2025, filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K, filed June 27, 2025. | |||||||
10.2* | Credit Agreement, dated July 1, 2025, by and among the Company, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company's Form 8-K, filed July 2, 2025. | |||||||
| 31.1 | Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act. | |||||||
| 31.2 | Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act. | |||||||
| 32.1 | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350. | |||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, has been formatted in Inline XBRL and included as Exhibit 101. | |||||||
_________________________
* Incorporated herein by reference.
+ Management contract, compensatory plan or arrangement.
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Korn Ferry | ||||||||
Date: September 9, 2025 | ||||||||
| By: | /s/ Robert P. Rozek | |||||||
| Robert P. Rozek | ||||||||
| Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer) | ||||||||
38
Source:
FAQ
What were Korn Ferry (KFY) total fee revenues in Q1 FY'26 and the year-over-year change?
Fee revenue was $708.6 million, a 5% increase compared to the year-ago quarter.
How did Korn Ferry's profitability and earnings per share perform in Q1 FY'26?
Net income attributable to Korn Ferry was $66.6 million (+6% YoY) and diluted EPS was $1.26 (+8% YoY).
What liquidity and debt arrangements does Korn Ferry have after Q1 FY'26?
On July 1, 2025 the company entered an $850 million five-year senior secured revolving credit facility; available capacity was $845.6 million as of July 31, 2025.
What is Korn Ferry's Adjusted EBITDA and margin for Q1 FY'26?
Adjusted EBITDA was $120.4 million, a 17.0% margin, up 50 basis points year-over-year.
Are there notable short-term liquidity or working capital concerns?
Working capital increased to $816.5 million; days sales outstanding rose to 64 days, which increased accounts receivable and may affect cash conversion.
Korn Ferry
NYSE:KFY
KFY Rankings
KFY Latest News
KFY Latest SEC Filings
Sep 9, 2025
[8-K] Korn Ferry Reports Material Event
Sep 8, 2025
[8-K] Korn Ferry Reports Material Event
Sep 8, 2025
[Form 4] Korn Ferry Insider Trading Activity
Aug 8, 2025
[DEF 14A] Korn Ferry Definitive Proxy Statement
Jul 25, 2025
[PRE 14A] Korn Ferry Preliminary Proxy Statement
KFY Stock Data
3.79B
51.75M
1.1%
101.43%
3.34%
Staffing & Employment Services
Services-employment Agencies
United States
LOS ANGELES