SEC Comment Letter 0000000000-25-002054 to KORN FERRY (KFY) (CIK 0000056679) (KFY)
KORN FERRY (KFY) (CIK 0000056679)
Date: Feb. 21, 2025 · CIK: 0000056679 · Accession: 0000000000-25-002054
AI Filing Summary & Sentiment
File numbers found in text: 001-14505
Letter
February 21, 2025 Robert P. Rozek Executive VP, Chief Financial Officer and Chief Corporate Officer Korn Ferry 1900 Avenue of the Stars, Suite 1500 Los Angeles, CA 90067 Re:Korn Ferry Form 10-K for Fiscal Year Ended April 30, 2024 Annual Report to Security Holders for Fiscal Year Ended April 30, 2024 File No. 001-14505 Dear Robert P. Rozek: We have reviewed your filings and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for Fiscal Year Ended April 30, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 31 Please present or discuss the most comparable GAAP measures with equal or greater prominence where you present or discuss non-GAAP measures. In this regard, you present and/or discuss adjusted EBITDA and adjusted EBITDA margin on pages 3, 32, 37, and 38 of your document without also presenting and/or discussing net income attributable to Korn Ferry and net income margin attributable to Korn Ferry. This comment also applies to your Forms 10-Q and 8-K. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
1.
February 21, 2025 Page 2
Korn Ferry and Subsidiaries Consolidated Statements of Income, page F-7 2.Please remove cash dividends declared per share from your consolidated statements of income and instead present this information in your consolidated statements of stockholders' equity and/or footnotes. Similarly revise your Forms 10-Q and your press releases. Refer to ASC 505-10-S99-1, ASC 260-10-45-5 and SEC Release No. 33-10532. Annual Report to Security Holders for Fiscal Year Ended April 30, 2024 Performance Highlights Fiscal Year 2024, page 3 3.You present the non-GAAP measure of adjusted diluted earnings per share on pages 3 and 4 of your Annual Report to Security Holders. Please revise to include a reconciliation to the most directly comparable GAAP measure as required by Item 100(a)(2) of Regulation G. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Valeria Franks at 202-551-7705 or Keira Nakada at 202-551-3659 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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February 21, 2025
Robert P. Rozek
Executive VP, Chief Financial Officer and Chief Corporate Officer
Korn Ferry
1900 Avenue of the Stars, Suite 1500
Los Angeles, CA 90067
Re:Korn Ferry
Form 10-K for Fiscal Year Ended April 30, 2024
Annual Report to Security Holders for Fiscal Year Ended April 30, 2024
File No. 001-14505
Dear Robert P. Rozek:
We have reviewed your filings and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended April 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 31
Please present or discuss the most comparable GAAP measures with equal or greater
prominence where you present or discuss non-GAAP measures. In this regard, you
present and/or discuss adjusted EBITDA and adjusted EBITDA margin on pages 3,
32, 37, and 38 of your document without also presenting and/or discussing net income
attributable to Korn Ferry and net income margin attributable to Korn Ferry. This
comment also applies to your Forms 10-Q and 8-K. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of our Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
1.
February 21, 2025
Page 2
Korn Ferry and Subsidiaries
Consolidated Statements of Income, page F-7
2.Please remove cash dividends declared per share from your consolidated statements of
income and instead present this information in your consolidated statements of
stockholders' equity and/or footnotes. Similarly revise your Forms 10-Q and your
press releases. Refer to ASC 505-10-S99-1, ASC 260-10-45-5 and SEC Release No.
33-10532.
Annual Report to Security Holders for Fiscal Year Ended April 30, 2024
Performance Highlights Fiscal Year 2024, page 3
3.You present the non-GAAP measure of adjusted diluted earnings per share on pages 3
and 4 of your Annual Report to Security Holders. Please revise to include a
reconciliation to the most directly comparable GAAP measure as required by Item
100(a)(2) of Regulation G.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Valeria Franks at 202-551-7705 or Keira Nakada at 202-551-3659 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services