OREANDA-NEWS. September 19, 2016. Korn/Ferry International (NYSE: KFY), the preeminent global people and organizational advisory firm, today announced first quarter fee revenue of \\$375.6 million, or \\$379.2 million on an adjusted basis.  Q1 FY'17 diluted earnings per share and adjusted diluted earnings per share were \\$0.06 and \\$0.52, respectively.  Adjusted diluted earnings per share excludes \\$37.0 million of restructuring charges, net, integration/acquisition costs, a deferred revenue adjustment related to the Hay Group acquisition (which also impacted adjusted fee revenue), and a write-off of debt issuance costs as a result of replacing our prior credit facility with a new facility to provide enhanced financial flexibility.

"I am proud of the performance of our firm during the fiscal first quarter.  We generated \\$376 million of fee revenue and \\$379 million of adjusted fee revenue, up 40% and 42% year over year, respectively," said

Gary D. Burnison, CEO

Korn Ferry.  "Operationally, our combination with Hay Group and investments in our business have provided us with a more compelling platform to not only accelerate our clients' success, but accelerate Korn Ferry's growth – and generate stronger earnings power.  I am confident that our strategic actions are making us more relevant to our clients, and firmly establishing Korn Ferry as a world-class people and organizational advisor."

Selected Financial Results

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



First Quarter


FY'17

FY'16

Fee revenue

\\$                375.6

\\$               267.4

Total revenue

\\$                392.9

\\$               279.3

Operating income

\\$                    4.5

\\$                 32.9

Operating margin

1.2%

12.3%

Net income attributable to Korn Ferry

\\$                    3.2

\\$                 23.1

Basic earnings per share

\\$                  0.06

\\$                 0.46

Diluted earnings per share

\\$                  0.06

\\$                 0.46





EBITDA Results (b):

First Quarter


FY'17

FY'16

EBITDA

\\$                  20.3

\\$                 41.0

EBITDA margin

5.4%

15.3%





Adjusted Results (c):

First Quarter


FY'17

FY'16

Adjusted fee revenue

\\$                379.2

\\$               267.4

Adjusted EBITDA (b)

\\$                  56.4

\\$                 41.7

Adjusted EBITDA margin (b)

14.9%

15.6%

Adjusted net income attributable to Korn Ferry

\\$                  29.5

\\$                 23.5

Adjusted basic earnings per share

\\$                  0.52

\\$                 0.47

Adjusted diluted earnings per share

\\$                  0.52

\\$                 0.47


____________

(a)

Numbers may not total due to rounding.

(b)

EBITDA refers to earnings before interest, taxes, depreciation and amortization.  Adjusted EBITDA further adjusts EBITDA to exclude restructuring charges (recoveries), net, integration/acquisition costs, and includes the deferred revenue adjustment related to the Hay Group acquisition.  EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations). 

(c)

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




First Quarter

FY'17

FY'16

Restructuring charges, net

\\$                         24.5

\\$                           —

Integration/acquisition costs

\\$                           8.0

\\$                          0.7

Deferred revenue adjustment related to the Hay Group acquisition

\\$                           3.5

\\$                           —

Write-off of debt issuance costs

\\$                           1.0

\\$                           —

Fee revenue was \\$375.6 million in Q1 FY'17 and adjusted fee revenue was \\$379.2 million (including \\$3.5 million in deferred revenue adjustment related to the Hay Group acquisition). 

  • The growth was primarily due to increases in fee revenue in Futurestep and Hay Group segments.
  • The increase in Hay Group is due to the acquisition that took place in the third quarter of fiscal 2016.

The Company substantially completed the fiscal 2016 restructuring plan during Q1 FY'17, integrating the Hay Group entities that were acquired in the prior year acquisition by eliminating redundant positions and operational and general and administrative expenses and consolidating office space.  As a result, the Company recorded restructuring charges, net of \\$24.5 million in Q1 FY'17, of which \\$11.5 million relates to severance and \\$13.0 million relates to the consolidation of office space.

Operating margin was 1.2% in Q1 FY'17 compared to 12.3% in the year-ago quarter.  EBITDA margin was 5.4% in Q1 FY'17 compared to 15.3% in Q1 FY'16.  The decrease in the operating and EBITDA margins was due to restructuring charges of \\$24.5 million, an increase in integration/acquisition costs of \\$7.3 million and the deferred revenue adjustment referenced above.

Adjusted EBITDA margin was 14.9%, down 70 bps from the year-ago quarter.  The decline in Adjusted EBITDA margin was primarily due to a change in the revenue mix with a greater proportion of revenue being generated by Hay Group and Futurestep, which yield lower margins than Executive Search, partially offset by the synergies achieved in connection with the Hay Group integration.

Results by Segment


Selected Executive Search Data

(dollars in millions) (a)



First Quarter


FY'17

FY'16

Fee revenue

\\$                146.4

\\$               152.1

Total revenue

\\$                151.5

\\$               158.0

Operating income

\\$                  26.9

\\$                 34.9

Operating margin

18.4%

23.0%







Ending number of consultants

488

486

Average number of consultants

488

469

Engagements billed

3,226

3,001

New engagements (b)

1,446

1,372





EBITDA Results (c):

First Quarter


FY'17

FY'16

EBITDA

\\$                  28.9

\\$                 36.9

EBITDA margin

19.7%

24.3%





Adjusted Results (d):

First Quarter


FY'17

FY'16

Adjusted EBITDA (c)

\\$                  31.7

\\$                 36.9

Adjusted EBITDA margin (c)

21.6%

24.3%



____________

(a)

Numbers may not total due to rounding.

(b) 

Represents new engagements opened in the respective period.

(c) 

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

(d)

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




First Quarter

FY'17

FY'16

Restructuring charges, net

\\$                           2.8

\\$                           —

Fee revenue was \\$146.4 million in Q1 FY'17, a decrease of \\$5.7 million or 3.7% (1.4% on a constant currency basis) compared to Q1 FY'16.  The overall decrease in fee revenue was primarily attributable to lower fee revenues in North America, partially offset by an increase in Latin America.

Operating income was \\$26.9 million in Q1 FY'17.  Operating margin was 18.4% in Q1 FY'17 compared to 23.0% in Q1 FY'16.  Operating income and margin were negatively impacted by lower fee revenues and restructuring charges incurred in the quarter as referenced above.

EBITDA was \\$28.9 million in Q1 FY'17 with an EBITDA margin of 19.7% (negatively impacted by the same factors as operating income).  Adjusted EBITDA was \\$31.7 million with an Adjusted EBITDA margin of 21.6%, down from Q1 FY'16 due primarily to the decline in revenues.

Selected Hay Group Data

(dollars in millions) (a)



First Quarter


FY'17

FY'16

Fee revenue

\\$                 174.6

\\$                 69.2

Total revenue

\\$                 181.5

\\$                 71.4

Operating (loss) income

\\$                   (7.7)

\\$                   7.5

Operating margin

(4.4)%

10.8%







Ending number of consultants (b)

566

181

Staff utilization (c)

67%

68%





EBITDA Results (d):

First Quarter


FY'17

FY'16

EBITDA

\\$                    0.5

\\$                 10.4

EBITDA margin

0.3%

15.0%





Adjusted Results (e):

First Quarter


FY'17

FY'16

Adjusted fee revenue

\\$                178.1

\\$                 69.2

Adjusted EBITDA (d)

\\$                  29.8

\\$                 10.7

Adjusted EBITDA margin (d)

16.7%

15.5%



____________

(a)

Numbers may not total due to rounding.

(b)

Represents number of employees originating consulting services. 

(c)

Calculated by dividing the number of hours our full-time Hay Group professional staff record to engagements during the period, by the total available working hours during the same period.

(d)

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

(e)

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




First Quarter

FY'17

FY'16

Restructuring charges, net

\\$                         21.5

\\$                            —

Integration/acquisition costs

\\$                           4.3

\\$                           0.3

Deferred revenue adjustment related to the Hay Group acquisition

\\$                           3.5

\\$                            —

Fee revenue was \\$174.6 million and, on an adjusted basis, fee revenue was \\$178.1 million in Q1 FY'17 (including \\$3.5 million in deferred revenue adjustment related to the Hay Group acquisition) compared to \\$69.2 million in Q1 FY'16.  The year-over-year increase is primarily attributed to the legacy Hay Group acquisition that took place in the third quarter of fiscal 2016.  As a result, consulting fee revenue was higher by \\$70.5 million in Q1 FY'17 compared to Q1 FY'16 with the remaining increase being generated by product revenue.

Operating loss was \\$7.7 million in Q1 FY'17, resulting in an operating margin of (4.4)%.  The change in operating (loss) income was primarily due to increases in compensation and benefit expense of \\$69.8 million (excluding integration/acquisition costs), \\$15.4 million in general and administrative expenses, \\$4.3 million in depreciation and amortization, \\$5.6 million in cost of services and \\$25.5 million in restructuring charges, net, and integration/acquisition costs, offset by an increase in fee revenue of \\$105.4 million.  The increases in operating expenses were due to the legacy Hay Group acquisition that took place in the third quarter of fiscal 2016.

EBITDA was \\$0.5 million in Q1 FY'17, with a margin of 0.3%.  Adjusted EBITDA was \\$29.8 million during Q1 FY'17, at an Adjusted EBITDA margin of 16.7% compared to 15.5% in Q1 FY'16 and 15.9% in Q4 FY'16.  As previously announced, the Hay Group integration is substantially complete with only systems integration in countries representing a relatively small percentage of revenue remaining.  The improvement in the Adjusted EBITDA margin in Q1 FY'17 compared to Q1 FY'16 and Q4 FY'16 reflects the synergies resulting from the integration activities.

Selected Futurestep Data

(dollars in millions) (a)



First Quarter


FY'17

FY'16

Fee revenue

\\$                  54.7

\\$                 46.1

Total revenue

\\$                  60.0

\\$                 49.9

Operating income

\\$                    7.5

\\$                   6.2

Operating margin

13.7%

13.4%







Engagements billed (b)

979

857

New engagements (c)

519

471





EBITDA Results (d):

First Quarter


FY'17

FY'16

EBITDA

\\$                   8.1

\\$                   6.8

EBITDA margin

14.9%

14.7%



____________

(a)

Numbers may not total due to rounding.

(b)

Represents search engagements billed.

(c)

Represents new search engagements opened in the respective period.

(d)

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

Fee revenue was \\$54.7 million in Q1 FY'17, an increase of 18.7% (21.7% on a constant currency basis), compared to the year-ago quarter.  

  • The higher fee revenue was driven by a \\$5.4 million increase in recruitment process outsourcing in Q1 FY'17 compared to Q1 FY'16. 
  • The rest of the increase was due to higher fee revenue in professional search due to a 14.2% increase in engagements billed in Q1 FY'17 compared to Q1 FY'16.

Operating income was \\$7.5 million in Q1 FY'17, an increase of \\$1.3 million, compared to Q1 FY'16, resulting in an operating margin of 13.7% in the current quarter compared to 13.4% in the year-ago quarter. 

EBITDA was \\$8.1 million during Q1 FY'17 with an EBITDA margin of 14.9%, an increase of 20 bps from the prior year.

Outlook

Assuming worldwide economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated basis:

  • Q2 FY'17 fee revenue is expected to be in the range of \\$380 million and \\$400 million; and
  • Q2 FY'17 diluted earnings per share is likely to range between \\$0.45 to \\$0.55.

On a consolidated as adjusted basis:

  • Q2 FY'17 adjusted diluted earnings per share is expected to be in the range from \\$0.54 to \\$0.62.

Q2 FY'17
Earnings Per Share Outlook(1)

Low

High

Consolidated diluted earnings per share

\\$                 0.45

\\$          0.55

   Integration/acquisition costs

0.04

0.02

   Restructuring charges

0.02

0.01

   Retention bonuses

0.07

0.07

   Tax rate impact

(0.04)

(0.03)

Consolidated as adjusted diluted earnings per share

\\$            0.54

\\$                0.62


____________

(1)

Consolidated as adjusted diluted earnings per share is a non-GAAP financial measure that excludes the items listed in the table.

Earnings Conference Call Webcast

The earnings conference call will be held today at 4:30 PM (EDT) and hosted by CEO

Gary Burnison, CFO

Robert Rozek and SVP Finance

Gregg Kvochak.  The conference call will be webcast and available online at ir.kornferry.com.  We will also post to this section of our website earnings slides, which will accompany our webcast, and other important information, and encourage you to review the information that we make available on our website.

About Korn Ferry

Korn Ferry is the preeminent global people and organizational advisory firm.  We help leaders, organizations and societies succeed by releasing the full power and potential of people.  Our nearly 7,000 colleagues deliver services through Executive Search, Hay Group and Futurestep divisions.  Visit kornferry.com for more information.

Forward-Looking Statements

Statements in this press release and our conference call that relate to future results and events ("forward-looking statements") are based on Korn Ferry's current expectations.  These statements, which include words such as "believes", "expects" or "likely", include references to our outlook.  Readers are cautioned not to place undue reliance on such statements.  Actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry.  The potential risks and uncertainties include those relating to competition, the dependence on attracting and retaining qualified and experienced consultants, our ability to successfully integrate acquired businesses including Hay Group, our ability to recognize the anticipated benefits of the acquisition of Hay Group which may be affected by, among other things, competition, our ability to grow and manage growth profitability, maintain relationships with customers and suppliers and retain key employees, costs related to the acquisition of Hay Group, maintaining our brand name and professional reputation, potential legal liability, the portability of client relationships, global and local political or economic developments in or affecting countries where we have operations, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure with our growth, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities, limited protection of our intellectual property, our ability to enhance and develop new technology, our ability to develop new products and services, consolidation of industries we serve, our ability to successfully recover from a disaster or other business continuity problems, changes in our accounting estimates/assumptions, impairment of goodwill and other intangible assets, deferred tax assets, seasonality, our ability to successfully rationalize our cost structure and employment liability risk.  For a detailed description of risks and uncertainties that could cause differences, please refer to Korn Ferry's periodic filings with the Securities and Exchange Commission.  Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP").  In particular, it includes:

  • adjusted net income attributable to Korn/Ferry International, adjusted to exclude restructuring charges, net, integration/acquisition costs, write-off of debt issuance costs and includes the deferred revenue adjustment related to the Hay Group acquisition, net of income tax effect;
  • adjusted basic and diluted earnings per share, adjusted to exclude restructuring charges, net, integration/acquisition costs, write-off of debt issuance costs and includes the deferred revenue adjustment related to the Hay Group acquisition, net of income tax effect; and in the case of the outlook section, also adjusted for tax rate impact;
  • constant currency amounts that represent the outcome that would have resulted had exchange rates in the reported period been the same as those in effect in the comparable prior year period;
  • EBITDA, or earnings before interest, taxes, depreciation and amortization and EBITDA margin;
  • Adjusted EBITDA, which is EBITDA further adjusted to exclude restructuring charges, net, integration/acquisition costs and includes the deferred revenue adjustment related to the Hay Group acquisition, and Adjusted EBITDA margin; and
  • Adjusted fee revenue, which includes revenue that Hay Group would have realized over the ensuing year if not for business combination accounting that requires a company to record the acquisition balance sheet at fair value and write-off deferred revenue where no future services are required to be performed to earn that revenue.

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of non-GAAP financial measures in this press release provides meaningful supplemental information regarding Korn Ferry's performance by excluding certain charges and other items that may not be indicative of Korn Ferry's ongoing operating results.  These non-GAAP financial measures are performance measures and are not indicative of the liquidity of Korn Ferry.  These charges represent 1) costs we incurred to acquire and integrate the Hay Group acquisition, 2) charges we incurred to restructure the combined company due to the acquisition of Hay Group, 3) debt issuance costs written-off upon replacement of credit facility and 4) revenue that Hay Group would have realized if not for business combination accounting that requires a company to record the acquisition balance sheet at fair value and write-off deferred revenue where no future services are required to be performed to earn that revenue.  As such, reported fee revenue can make fee revenue and operating results appear to fluctuate more than they would if business combination accounting did not require deferred revenue to be written off. Adjusted fee revenue is not a measure that substitutes an individually tailored revenue recognition or measurement method for those of GAAP, rather, it is an adjustment for a short period of time that will provide better comparability in the current and future periods.  Management believes the presentation of adjusted fee revenue assists management in its evaluation of ongoing operations and provides useful information to investors because it allows investors to make more meaningful period-to-period comparisons of the Company's operating results, to better identify operating trends that may otherwise be distorted by write-offs required under business combination accounting and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry's ongoing operations and financial and operational decision-making.  Management will no longer have adjusted fee revenue after Q1 FY'17.  The use of these non-GAAP financial measures facilitates comparisons to Korn Ferry's historical performance.  Korn Ferry includes these non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry's ongoing operations and financial and operational decision-making.  In the case of constant currency amounts, management believes the presentation of such information provides meaningful supplemental information regarding Korn Ferry's performance as excluding the impact of exchange rate changes on Korn Ferry's financial performance allows investors to make more meaningful period-to-period comparisons of the Company's operating results, to better identify operating trends that may otherwise be masked or distorted by exchange rate changes and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry's ongoing operations and financial and operational decision-making. 

[Tables attached]

KORN FERRY AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF INCOME 

 (in thousands, except per share amounts) 








 Three Months Ended 


 July 31, 


2016

2015


 (unaudited) 

 Fee revenue 

\\$ 375,621

\\$ 267,394

 Reimbursed out-of-pocket engagement expenses 

17,312

11,941

           Total revenue 

392,933

279,335





 Compensation and benefits 

262,967

179,456

 General and administrative expenses 

55,342

37,491

 Reimbursed expenses 

17,312

11,941

 Cost of services 

16,832

10,120

 Depreciation and amortization 

11,444

7,423

 Restructuring charges, net 

24,520

-

           Total operating expenses 

388,417

246,431





 Operating income  

4,516

32,904

 Other income (loss), net 

4,259

(74)

 Interest expense, net 

(3,061)

(299)

           Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries 

5,714

32,531

 Equity in earnings of unconsolidated subsidiaries 

79

725

 Income tax provision  

1,725

10,174

 Net income 

4,068

23,082

           Net income attributable to noncontrolling interest 

(860)

-

 Net income attributable to Korn/Ferry International 

\\$     3,208

\\$   23,082





 Earnings per common share attributable to Korn/Ferry International: 



      Basic 

\\$       0.06

\\$       0.46

      Diluted 

\\$       0.06

\\$       0.46





 Weighted-average common shares outstanding: 



      Basic 

56,189

49,493

      Diluted 

56,576

50,014





 Cash dividends declared per share: 

\\$       0.10

\\$       0.10

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY SEGMENT

(in thousands)

 (unaudited) 














Three Months Ended July 31,


2016


2015

% Change









Fee Revenue:






Executive search:







North America

\\$     81,802


\\$     90,359

(9%)

EMEA 

35,370


36,090

(2%)

Asia Pacific

19,626


19,215

2%

Latin America

9,563


6,426

49%

Total executive search

146,361


152,090

(4%)

Hay Group

174,582


69,240

152%

Futurestep

54,678


46,064

19%

Total fee revenue

375,621


267,394

40%

 Reimbursed out-of-pocket engagement expenses 

17,312


11,941

45%

Total revenue

\\$   392,933


\\$   279,335

41%









Operating Income (Loss):

Margin


Margin

Executive search:







North America

\\$     16,468

20.1%

\\$     24,145

26.7%

EMEA

6,027

17.0%

6,276

17.4%

Asia Pacific

2,102

10.7%

2,986

15.5%

Latin America

2,330

24.4%

1,508

23.5%

Total executive search

26,927

18.4%

34,915

23.0%

Hay Group

(7,743)

(4.4%)

7,495

10.8%

Futurestep

7,513

13.7%

6,189

13.4%

Corporate

(22,181)


(15,695)


 Total operating income

\\$        4,516

1.2%

\\$     32,904

12.3%

KORN FERRY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 (in thousands, except per share amounts) 












July 31,

April 30,


2016

2016

ASSETS

 (unaudited) 

Cash and cash equivalents

\\$    244,073

\\$    273,252

Marketable securities

3,475

11,338

Receivables due from clients, net of allowance for doubtful accounts of \\$12,674 and \\$11,292 respectively

341,984

315,975

Income taxes and other receivables

28,672

20,579

Prepaid expenses and other assets

53,196

43,130

Total current assets

671,400

664,274





Marketable securities, non-current

133,502

130,092

Property and equipment, net

99,980

95,436

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

110,195

107,296

Deferred income taxes

26,232

27,163

Goodwill

587,615

590,072

Intangible assets, net

228,992

233,027

Investments and other assets

67,447

51,240

Total assets

\\$ 1,925,363

\\$ 1,898,600





LIABILITIES AND STOCKHOLDERS' EQUITY



Accounts payable

\\$      33,719

\\$      26,634

Income taxes payable

4,351

8,396

Compensation and benefits payable

147,617

266,211

Term loan

19,754

30,000

Other accrued liabilities

149,865

145,023

Total current liabilities

355,306

476,264





Deferred compensation and other retirement plans

217,957

216,113

Term loan, non-current

251,038

110,000

Deferred tax liabilities

13,664

5,088

Other liabilities

51,056

43,834

Total liabilities

889,021

851,299





Stockholders' equity



Common stock: \\$0.01 par value, 150,000 shares authorized, 70,576 and 69,273 shares issued and 57,898 and 57,272 shares outstanding, respectively

705,792

702,098

Retained earnings

398,412

401,113

Accumulated other comprehensive loss, net

(70,577)

(57,911)

Total Korn/Ferry International stockholders' equity

1,033,627

1,045,300

Noncontrolling interest

2,715

2,001

Total stockholders' equity

1,036,342

1,047,301

Total liabilities and stockholders' equity

\\$ 1,925,363

\\$ 1,898,600

KORN FERRY AND SUBSIDIARIES

 RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES 

 (in thousands, except per share amounts) 








 Three Months Ended 


 July 31, 


2016

2015


 (unaudited) 

 Fee revenue 

\\$ 375,621

\\$ 267,394

 Deferred revenue adjustment due to acquisition (1) 

3,535

-

           Adjusted fee revenue 

\\$ 379,156

\\$ 267,394





 Operating income 

\\$     4,516

\\$   32,904

 Depreciation and amortization 

11,444

7,423

 Other income (loss), net 

4,259

(74)

 Equity in earnings of unconsolidated subsidiaries, net 

79

725

           EBITDA 

20,298

40,978

 Deferred revenue adjustment due to acquisition (1) 

3,535

-

 Restructuring charges, net (2) 

24,520

-

 Integration/acquisition costs (3) 

8,027

674

           Adjusted EBITDA 

\\$   56,380

\\$   41,652





 Operating margin 

1.2%

12.3%

 Depreciation and amortization 

3.0%

2.8%

 Other income (loss), net 

1.1%

0.0%

 Equity in earnings of unconsolidated subsidiaries, net 

0.1%

0.2%

            EBITDA margin 

5.4%

15.3%

 Deferred revenue adjustment due to acquisition (1) 

0.9%

-

 Restructuring charges, net (2) 

6.5%

-

 Integration/acquisition costs (3) 

2.1%

0.3%

           Adjusted EBITDA margin 

14.9%

15.6%





 Net income attributable to Korn/Ferry International 

\\$     3,208

\\$   23,082

 Deferred revenue adjustment due to acquisition (1) 

3,535

-

 Restructuring charges, net (2) 

24,520

-

 Integration/acquisition costs (3) 

8,027

674

 Write-off of debt issuance costs (4) 

954

-

 Tax effect on the above items (5) 

(10,718)

(215)

           Adjusted net income attributable to Korn/Ferry International 

\\$   29,526

\\$   23,541





 Basic earnings per common share 

\\$       0.06

\\$       0.46

 Deferred revenue adjustment due to acquisition (1) 

0.06

-

 Restructuring charges, net (2) 

0.43

-

 Integration/acquisition costs (3) 

0.14

0.01

 Write-off of debt issuance costs (4) 

0.02

-

 Tax effect on the above items (5) 

(0.19)

-

           Adjusted basic earnings per share 

\\$       0.52

\\$       0.47





 Diluted earnings per common share 

\\$       0.06

\\$       0.46

 Deferred revenue adjustment due to acquisition (1) 

0.06

-

 Restructuring charges, net (2) 

0.43

-

 Integration/acquisition costs (3) 

0.14

0.01

 Write-off of debt issuance costs (4) 

0.02

-

 Tax effect on the above items (5) 

(0.19)

-

           Adjusted diluted earnings per share 

\\$       0.52

\\$       0.47

Explanation of Non-GAAP Adjustments 

(1)

Increase in fee revenue relating to the deferred revenue recorded on the opening balance sheet of Hay Group, required by fair value accounting. The adjustment is included in the Hay Group segment.  On a GAAP basis, Hay Group fee revenue was \\$174.6 million during the three months ended July 31, 2016.  On an adjusted basis, Hay Group fee revenue was \\$178.1 million during the three months ended July 31, 2016. 

(2)

Restructuring plan implemented in order to rationalize our cost structure by eliminating redundant positions and consolidating  office space due to the acquisition of Hay Group on December 1, 2015. 

(3)

Costs associated with completing the acquisition of Hay Group, such as legal and professional fees, and the on-going integration expenses to combine the companies.

(4)

Write-off of debt issuance costs as a result of replacing the prior Credit Agreement with a new senior secured Credit Agreement. 

(5)

Tax effect on deferred revenue adjustment associated with the acquisition of Hay Group, restructuring charges, net, integration/acquisition costs and the write-off of debt issuance costs. 

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF NET INCOME AND OPERATING INCOME (GAAP) TO

EBITDA AND ADJUSTED EBITDA (NON-GAAP)

(in thousands)

(unaudited)





 Three Months Ended July 31, 2016 


 Executive Search 









 North
America 

 EMEA 

 Asia Pacific 

 Latin
America 

 Subtotal 

 Hay Group 

 Futurestep 

 Corporate 

 Consolidated 



















 Fee revenue 

\\$      81,802

\\$      35,370

\\$      19,626

\\$        9,563

\\$    146,361

\\$    174,582

\\$      54,678

\\$                 -

\\$    375,621



















 Net income 
















\\$        4,068

       Other income, net 
















(4,259)

       Interest expense, net 
















3,061

       Equity in earnings of unconsolidated subsidiaries, net 
















(79)

       Income tax provision 
















1,725

 Operating income (loss) 

\\$      16,468

\\$        6,027

\\$        2,102

\\$        2,330

\\$      26,927

\\$       (7,743)

\\$        7,513

\\$     (22,181)

4,516

       Depreciation and amortization 

830

211

225

114

1,380

8,016

623

1,425

11,444

       Other income (loss), net 

288

24

87

73

472

235

(2)

3,554

4,259

       Equity in earnings of unconsolidated subsidiaries, net 

79

-

-

-

79

-

-

-

79

 EBITDA 

17,665

6,262

2,414

2,517

28,858

508

8,134

(17,202)

20,298

 EBITDA margin 

21.6%

17.7%

12.3%

26.3%

19.7%

0.3%

14.9%


5.4%



















       Restructuring charges, net 

1,706

128

622

360

2,816

21,488

-

216

24,520

       Integration/acquisition costs 

-

-

-

-

-

4,264

-

3,763

8,027

       Deferred revenue adjustment due to acquisition 

-

-

-

-

-

3,535

-

-

3,535

 Adjusted EBITDA 

\\$      19,371

\\$        6,390

\\$        3,036

\\$        2,877

\\$      31,674

\\$      29,795

\\$        8,134

\\$     (13,223)

\\$      56,380

 Adjusted EBITDA margin 

23.7%

18.1%

15.5%

30.1%

21.6%

16.7%

14.9%


14.9%








































 Three Months Ended July 31, 2015 


 Executive Search 









 North
America 

 EMEA  

 Asia Pacific 

 Latin
America 

 Subtotal 

 Hay Group 

 Futurestep 

 Corporate 

 Consolidated 



















 Fee revenue 

\\$      90,359

\\$      36,090

\\$      19,215

\\$        6,426

\\$    152,090

\\$      69,240

\\$      46,064

\\$                 -

\\$    267,394



















 Net income 
















\\$      23,082

       Other loss, net 
















74

       Interest expense, net 
















299

       Equity in earnings of unconsolidated subsidiaries, net 
















(725)

       Income tax provision 
















10,174

 Operating income (loss) 

\\$      24,145

\\$        6,276

\\$        2,986

\\$        1,508

\\$      34,915

\\$        7,495

\\$        6,189

\\$     (15,695)

32,904

       Depreciation and amortization 

827

365

246

78

1,516

3,748

585

1,574

7,423

       Other income (loss), net 

32

143

18

239

432

(863)

-

357

(74)

       Equity in earnings of unconsolidated subsidiaries, net 

86

-

-

-

86

-

-

639

725

 EBITDA 

25,090

6,784

3,250

1,825

36,949

10,380

6,774

(13,125)

40,978

 EBITDA margin 

27.8%

18.8%

16.9%

28.4%

24.3%

15.0%

14.7%


15.3%



















       Integration/acquisition costs 

-

-

-

-

-

329

-

345

674

 Adjusted EBITDA 

\\$      25,090

\\$        6,784

\\$        3,250

\\$        1,825

\\$      36,949

\\$      10,709

\\$        6,774

\\$     (12,780)

\\$      41,652

 Adjusted EBITDA margin 

27.8%

18.8%

16.9%

28.4%

24.3%

15.5%

14.7%


15.6%