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New words:
Article, attrition, condensed, grew, hoarding, Japanese, Korean, release, resilient, slightly, Subscription, valuation, Yen
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achievement, acquiree, acquirer, approximate, Arab, assumed, authorize, award, bargain, behalf, border, Brazil, breakage, bringing, calendar, centrally, charged, China, closing, Code, collateralized, Colombia, commencing, committed, communicated, competitive, computer, confirmation, consultant, customary, Denmark, description, determining, dispute, enrollment, equal, ESPP, exercise, extensive, extraordinary, final, Franc, France, full, function, group, ICS, identifiable, implicit, incremental, July, Kingdom, landscape, largest, leaving, LLC, longer, loyalty, maintain, maintenance, maximum, Meeting, monitoring, nonqualified, ordinary, originate, originating, peer, penalty, personnel, premium, prepaid, present, principally, productivity, project, prospectively, redeemed, redemption, reflected, reimbursed, renew, renewal, repayment, resolution, Restated, restrict, selected, September, settle, slight, slowdown, stockholder, summarized, support, temporarily, terminate, thereof, thereunder, timely, typically, unamortized, Unearned, unrecognized, utilized, vest
Financial report summary
?Risks
- Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
- We are limited in our ability to recruit candidates from certain of our clients due to off-limit agreements with those clients and for client relation and marketing purposes. Such limitations could harm our business.
- We face significant competition. Competition in our industries could result in lost market share, reduced demand for our services, and/or require us to charge lower prices for our services, which could adversely affect our operating results and future growth.
- Failure to attract and retain qualified and experienced consultants could result in a loss of clients which in turn could cause a decline in our revenue and harm to our business.
- We are highly dependent on the continued services of our small team of executives.
- Failing to maintain our professional reputation and the goodwill associated with our brand name could seriously harm our business.
- As we develop new services, clients and practices, enter new lines of business, and focus more of our business on providing a full range of client solutions, the demands on our business and our operating and legal risks may increase.
- We are subject to potential legal liability from clients, employees, candidates for employment, stockholders and others. Insurance coverage may not be available to cover all of our potential liability and available coverage may not be sufficient to cover all claims that we may incur.
- We are subject to numerous and varied government regulations across the jurisdictions in which we operate.
- Our business and operations are impacted by developing laws and regulations, as well as evolving investor and customer expectations with regard to, corporate responsibility matters and reporting, which expose us to numerous risks.
- We may not be able to align our cost structure with our revenue level, which in turn may require additional financing in the future that may not be available at all or may be available only on unfavorable terms.
- Our financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our consultants.
- The profitability of our fixed-fee engagements with clients may not meet our expectations if we underestimate the cost of these engagements when pricing them.
- Inflationary pressure has and may continue to adversely impact our profitability.
- Foreign currency exchange rate risks affect our results of operations.
- We have deferred tax assets that we may not be able to use under certain circumstances.
- Our level indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our indebtedness and could divert our cash flow from operations for debt payments.
- Despite our indebtedness levels, we and our subsidiaries may still incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.
- Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
- We may be unable to service our indebtedness.
- The agreements governing our debt impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.
- A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.
- Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate.
- We have invested in specialized technology and other IP for which we may fail to fully recover our investment, or which may become obsolete.
- We rely heavily on our information systems, and if we lose that technology, or fail to further develop our technology, our business could be harmed.
- We are subject to risk as it relates to software that we license from third parties.
- We are dependent on third parties for the execution of certain critical functions.
- Cyber security vulnerabilities and incidents have and may again lead to the improper disclosure of information obtained from our clients, candidates and employees, which could result in liability and harm to our reputation.
- Data security, data privacy and data protection laws, such as the European Union General Data Protection Regulation (“GDPR”), and other evolving regulations and cross-border data transfer restrictions, may limit the use of our services, increase our costs and adversely affect our business.
- Social media platforms present risks and challenges that can cause damage to our brand and reputation.
- Acquisitions, or our inability to effect acquisitions, may have an adverse effect on our business.
- As a result of our acquisitions, we have substantial amounts of goodwill and intangible assets, and changes in business conditions could cause these assets to become impaired, requiring write-downs that would adversely affect our operating results.
- An impairment in the carrying value of goodwill and other intangible assets could negatively impact our consolidated results of operations and net worth.
- We are a cyclical company whose performance is tied to local and global economic conditions.
- We face risks associated with social and political instability, legal requirements and economic conditions in our international operations.
- You may not receive the level of dividends provided for in the dividend policy our Board of Directors has adopted or any dividends at all.
- Our ability to pay dividends is restricted by agreements governing our debt, including our Amended Credit Agreement and indenture governing our Notes, and by Delaware law.
- Our dividend policy may limit our ability to pursue growth opportunities.
- We have provisions that make an acquisition of us more difficult and expensive.
- Failing to retain our executive officers and key personnel or integrate new members of our senior management who are critical to our business may prevent us from successfully managing our business in the future.
- Changes in our accounting estimates and assumptions and other financial reporting standards could negatively affect our financial position and results of operations.
- Unfavorable tax laws, tax law changes and tax authority rulings may adversely affect results.
- Limited protection of our IP could harm our business, and we face the risk that our services or products may infringe upon the IP rights of others.
- We may not be able to successfully integrate or realize the expected benefits from our acquisitions.
- Businesses we acquire may have liabilities or adverse operating issues that could harm our operating results.
- We may be subject to the actions of activist stockholders, which could disrupt our business.
- We face various risks related to health epidemics, pandemics, and similar outbreaks that negatively impact our operations and financial performance and those of the clients we serve. The ultimate magnitude of any future pandemics or similar outbreaks depends on numerous factors, the full extent of which we may not be capable of predicting.
Management Discussion
- Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
- 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 work force realignment plan and business strategy, are also forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those contemplated by the relevant forward-looking statement. The principal risk factors that could cause actual performance 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, interest rates, 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 environmental, social and governance matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of recent 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, develop and respond to new technology, including artificial intelligence, 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, 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, those relating to the ultimate magnitude and duration of any pandemic, 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, 2023 (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 or circumstances.
- Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global organizational consulting firm. We help clients synchronize strategy, operations and talent to drive superior business performance. We work with organizations to design their structures, roles and responsibilities. We help them hire the right people to bring their strategy to life. And we advise them on how to reward, develop and motivate their people.