# Korn Ferry: Form 10-Q for the period ended Oct 31, 2023

- Company: [Korn Ferry](/companies/kfy.md) (CIK 56679)
- Form: 10-Q
- Filed: 2023-12-08
- Accepted by EDGAR: Dec 8, 2023, 15:38 ET
- Period: 2023-10-31
- Accession: 0001628280-23-041146
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/56679/000162828023041146/kfy-20231031.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/56679/000162828023041146/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-10-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-08-01 to 2023-10-31 | $712.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2023-05-01 to 2023-10-31 | $1.42bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2023-08-01 to 2023-10-31 | $22.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-05-01 to 2023-10-31 | $79.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2023-08-01 to 2023-10-31 | $2.3m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2023-05-01 to 2023-10-31 | $20.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-08-01 to 2023-10-31 | −$1.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-05-01 to 2023-10-31 | $44.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-08-01 to 2023-10-31 | −$0.04 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-05-01 to 2023-10-31 | $0.86 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-08-01 to 2023-10-31 | −$0.04 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-05-01 to 2023-10-31 | $0.86 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-08-01 to 2023-10-31 | 51,328,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-05-01 to 2023-10-31 | 51,401,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-05-01 to 2023-10-31 | −$141.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2023-05-01 to 2023-10-31 | $31.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2023-05-01 to 2023-10-31 | $19.3m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2023-05-01 to 2023-10-31 | $9.5m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-10-31 | $620.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-10-31 | $1.42bn | us-gaap:AssetsCurrent |
| Total assets | at 2023-10-31 | $3.36bn | us-gaap:Assets |
| Current liabilities | at 2023-10-31 | $764.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-10-31 | $1.70bn | us-gaap:Liabilities |
| Long-term debt | at 2023-10-31 | $396.6m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2023-10-31 | $1.66bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 110,319 characters.

### 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 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, including Salo LLC ("Salo"), 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.*

*The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read together with our 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 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.

We are pursuing a strategy to help Korn Ferry focus on clients and collaborate intensively across the organization. This approach is intended to build on the best of our past and give us a clear path to the future with focused initiatives to increase our client and commercial impact. Korn Ferry is transforming how clients address their talent management needs. We have evolved from a mono-line business to a multi-faceted consultancy business, giving our consultants more frequent and expanded opportunities to engage with clients.

The Company services its clients with a core set of solutions that are anchored around talent and talent management – essentially touching every aspect of an employer’s engagement with their employees. Our five core solutions are as follows: Organizational Strategy, Assessment and Succession, Leadership and Professional Development, Total Rewards, and Talent Acquisition. Our colleagues engage with our clients through the delivery of one of our core solutions as a point solution sale or through combining component parts of our core solutions into an integrated solution. In either case, we are solving our clients’ most challenging business and human capital issues.

Further differentiating our service offerings from our competitors is the unique combination of IP, content, and data sets that we have, which permeate all of our solution areas. For many years, we have been accumulating data around assessments of executives and professionals, pay, success profiles, organizational engagement and design, job architecture, and candidates. Integrating this unique collection of data into our service offerings provides our colleagues with differentiated points of view and solutions, as well as the ability to demonstrate the efficacy of all of our offerings.

Over the last three and a half years, we have seen more change in the workplace than we did in the previous 15 years. Today, we find ourselves doing different work and working differently. Employees want to and they are working remotely. People don’t want to be tethered to a single company for their entire career. Rather, they want to have many new and unique experiences across many different employers – a career nomad of sorts. There is growing demand for companies to have responsibilities that go beyond delivering profits to shareholders, covering areas such as Environmental, Social and Governance. The continual advancement of technologies like Generative AI creates a constant demand for workers to be upskilled or reskilled. All of these changes and disruptions lead to opportunities for Korn Ferry and make us more relevant than at any time in our history. We have core and integrated solutions that line up to these issues and help our clients solve their most pressing business and Human Capital challenges.

Leveraging the strong connection between our various service offering and our lines of business, we have an integrated go-to-market strategy. As we drive this strategy, a focal point for us is our Marquee and Regional account program which is comprised of about 340 of our top clients that generate approximately 35% of our consolidated fee revenue. These accounts have Global Account Leaders assigned who help to orchestrate the delivery of core and integrated solutions that cut across multiple lines of business – effectively making all of the Firm’s resources available as our clients tackle their business and Human Capital issues. Despite near-term headwinds, we believe Korn Ferry is poised for continued growth. We are capitalizing on the current and growing relevance of our core and integrated solutions which, in combination with the strong connections amongst all of our service offerings and our M&A activities, drives top-line synergies that have resulted in double digit fee revenue growth rates (CAGR) over the past twenty years.

Our eight reportable segments operate through the following five lines of business:

1\. **Consulting** aligns organizational structure, culture, performance and people to drive sustainable growth by addressing four fundamental needs: Organizational Strategy, Assessment and Succession, Leadership and Professional Development, and Total Rewards. We enable this work with a comprehensive set of Digital Performance Management Tools, based on some of the world’s leading lP and data. The Consulting teams employ an integrated approach across core solutions, each one intended to strengthen our work and thinking in the next, to help clients execute their strategy in a digitally enabled world.

2\. **Digital** develops technology-enabled Performance Management Tools that empower our clients. Our digital products give clients direct access to our proprietary data, client data and analytics to deliver clear insights with the training and tools needed to align organizational structure with business strategy.

3\. **Executive Search** helps organizations recruit board level, chief executive and other senior executive and general management talent to deliver lasting impact. Our approach to placing talent brings together research-based IP, proprietary assessments, and behavioral interviewing with our practical experience to determine the ideal organizational fit. Salary benchmarking then builds appropriate frameworks for compensation and retention. This business is managed and reported on a geographical basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, the Middle East and Africa (“EMEA”), Executive Search Asia Pacific (“APAC”), and Executive Search Latin America).

4\. **Professional Search & Interim** delivers enterprise talent acquisition solutions for professional level middle and upper management. We help clients source high-quality candidates at speed and scale globally, covering single-hire to multi-hire permanent placements and interim contractors.

5\. **Recruitment Process Outsourcing (“RPO”)** offers scalable recruitment outsourcing solutions leveraging customized technology and talent insights. Our scalable solutions, built on science and powered by best-in-class technology and consulting expertise, enable us to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit.

Highlights of our performance in fiscal 2023 included:

- Approximately 78% of the executive searches we performed in fiscal 2023 were for board level, chief executive and other senior executive and general management positions. Our more than 4,000 search engagement clients in fiscal 2023 included many of the world’s largest and most prestigious public and private companies.
- We have built strong client loyalty, with nearly 80% of the assignments performed during fiscal 2023 having been on behalf of clients for whom we had conducted assignments in the previous three fiscal years.
- Approximately 80% of our revenues were generated from clients that have utilized multiple lines of our business.
- In fiscal 2023, we acquired Infinity Consulting Solutions ("ICS") and Salo. ICS is a provider of senior-level IT interim professional solutions with additional expertise in the area of compliance and legal, accounting and finance, and human resources. Salo is a leading provider of finance, accounting and human resources ("HR") interim talent.

#### Performance Highlights

In light of the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates, and global economic and geopolitical uncertainty, which we expect to result in near-term slowing or declines in fee revenue, on October 23, 2023, we initiated a plan (the "Plan") intended to align our workforce with our current business realities through position eliminations, which affected approximately eight percent of the Company's employees. The Plan is expected to reduce the Company's annualized cost base by approximately $110 million to $120 million and resulted in restructuring charges, net of $63.5 million during the three months ended October 31, 2023.

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 October 31, 2023, Adjusted EBITDA excluded $63.5 million of restructuring charges, net, $5.0 million of integration/acquisition costs, and $1.5 million impairment of fixed assets. For the six months ended October 31,2023, Adjusted EBITDA excluded $63.9 million of restructuring charges, net, $9.2 million of integration/acquisition costs, $1.6 million of impairment of right-of-use assets, and $1.6 million impairment of fixed assets. For the three and six months ended October 31, 2022, Adjusted EBITDA excluded $3.4 million and $7.0 million of integration/acquisition costs, respectively.

Consolidated and the 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 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.

Fee revenue was $704.0 million during the three months ended October 31, 2023, a decrease of $23.8 million, or 3%, compared to $727.8 million in the three months ended October 31, 2022. Fee revenue decreased in Executive Search, RPO, and the permanent placement portion of Professional Search & Interim primarily due to a decline in customer demand driven by global economic slowdown and other factors. This was partially offset by an increase in fee revenue in the interim portion of the Professional Search & Interim segment as a result of the acquisition of Salo (the "acquisition") and increases in fee revenue in Consulting and Digital. Exchange rates favorably impacted fee revenue by $11.9 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter. Net loss attributable to Korn Ferry in the three months ended October 31, 2023 was $1.7 million, as compared to net income attributable to Korn Ferry of $73.5 million in the year-ago quarter. The net loss attributable to Korn Ferry was primarily due to restructuring charges, net recorded as a result of implementing the Plan in the three months ended October 31, 2023, the decrease in fee revenue discussed above, and an increase in cost of services expense. These changes were partially offset by decreases in compensation and benefits expense and income tax provision. Adjusted EBITDA in the three months ended October 31, 2023 was $98.5 million, which decreased by $32.6 million as compared to $131.1 million in the year-ago quarter. During the three months ended October 31, 2023, the Executive Search, Digital, Consulting, Professional Search & Interim and RPO lines of business contributed $39.7 million, $29.0 million, $28.9 million, $25.6 million and $8.9 million, respectively, to Adjusted EBITDA, which was partially offset by Corporate expenses net of other loss of $33.6 million.

Our cash, cash equivalents and marketable securities decreased by $224.1 million to $843.8 million at October 31, 2023, compared to $1,067.9 million at April 30, 2023. This decrease was mainly due to annual bonuses earned in fiscal 2023 and paid during the first quarter of fiscal 2024, long-term retention awards, the semi-annual interest payment on the 4.625% Senior Unsecured Notes due 2027 (the “Notes”), capital expenditures, stock repurchases and dividends paid to stockholders during the six months ended October 31, 2023. As of October 31, 2023, we held marketable securities to settle obligations under our Executive Capital Accumulation Plan (“ECAP”) with a cost value of $192.2 million and a fair value of $193.4 million. Our vested obligations for which these assets were held in trust totaled $177.8 million as of October 31, 2023 and our unvested obligations totaled $21.4 million.

Our working capital decreased by $5.0 million to $657.4 million as of October 31, 2023, as compared to $662.4 million at April 30, 2023. We believe that cash on hand and funds from operations and other forms of liquidity will be sufficient to meet our anticipated working capital, capital expenditures, general corporate requirements, repayment of debt obligations and dividend payments under our dividend policy in the next 12 months. We had a total of $645.4 million and $1,145.4 million available under the Credit Facilities (defined in Liquidity and Capital Resources) after $4.6 million and $4.6 million of standby letters of credit issued as of October 31, 2023 and April 30, 2023, respectively. Of the amount available under the Credit Facilities as of April 30, 2023, $500.0 million was under the Delayed Draw Facility that expired on June 24, 2023 and is no longer available as a source of liquidity. We had a total of $10.8 million and $11.5 million of standby letters of credit with other financial institutions as of October 31, 2023 and April 30, 2023, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.

### 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 October 31, 2023 | 2022 | Six Months Ended October 31, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Fee revenue | 100.0% | 100.0% | 100.0% | 100.0% |
| Reimbursed out-of-pocket engagement expenses | 1.2 | 1.1 | 1.1 | 1.1 |
| Total revenue | 101.2 | 101.1 | 101.1 | 101.1 |
| Compensation and benefits | 64.5 | 63.9 | 66.5 | 65.3 |
| General and administrative expenses | 9.3 | 8.9 | 9.4 | 9.1 |
| Reimbursed expenses | 1.2 | 1.1 | 1.1 | 1.1 |
| Cost of services | 11.2 | 8.4 | 11.1 | 7.0 |
| Depreciation and amortization | 2.8 | 2.3 | 2.7 | 2.3 |
| Restructuring charges, net | 9.0 | — | 4.6 | — |
| Operating income | 3.2 | 16.4 | 5.7 | 16.2 |
| Net income | —% | 10.3% | 3.4% | 10.8% |
| Net (loss) income attributable to Korn Ferry | (0.2)% | 10.1% | 3.2% | 10.6% |

32

The following tables summarize the results of our operations:

(Numbers may not total exactly due to rounding)

*(dollars in thousands)*

| Fee revenue | Three Months Ended October 31, 2023 Dollars% |  | 2022 Dollars% |  | Six Months Ended October 31, 2023 Dollars% |  | 2022 Dollars% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Consulting** | $177,795 | 25.3% | $173,092 | 23.8% | $345,883 | 24.6% | $339,576 | 23.9% |
| **Digital** | 97,092 | 13.8 | 94,329 | 13.0 | 185,078 | 13.2 | 178,090 | 12.5 |
| **Executive Search:** |  |  |  |  |  |  |  |  |
| North America | 132,512 | 18.8 | 142,485 | 19.6 | 260,010 | 18.6 | 294,029 | 20.7 |
| EMEA | 43,098 | 6.1 | 44,645 | 6.1 | 89,874 | 6.4 | 91,701 | 6.4 |
| Asia Pacific | 19,304 | 2.7 | 23,408 | 3.2 | 43,843 | 3.1 | 49,789 | 3.5 |
| Latin America | 8,079 | 1.1 | 7,821 | 1.1 | 14,500 | 1.0 | 15,629 | 1.1 |
| **Total Executive Search** | 202,993 | 28.7 | 218,359 | 30.0 | 408,227 | 29.1 | 451,148 | 31.7 |
| **Professional Search & Interim** | 138,384 | 19.7 | 134,743 | 18.5 | 280,563 | 20.0 | 233,690 | 16.4 |
| **RPO** | 87,739 | 12.5 | 107,326 | 14.7 | 183,441 | 13.1 | 221,248 | 15.5 |
| **Total fee revenue** | 704,003 | 100.0% | 727,849 | 100.0% | 1,403,192 | 100.0% | 1,423,752 | 100.0% |
| Reimbursed out-of-pocket engagement expense | 8,444 |  | 7,870 |  | 15,517 |  | 15,115 |  |
| **Total revenue** | $712,447 |  | $735,719 |  | $1,418,709 |  | $1,438,867 |  |

33

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 lines of business and are financial metrics used by the Company’s investor base.

*(in thousands)*

|  | Three Months Ended October 31, 2023 Consolidated | 2022 | Six Months Ended October 31, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Fee revenue | $704,003 | $727,849 | $1,403,192 | $1,423,752 |
| Total revenue | $712,447 | $735,719 | $1,418,709 | $1,438,867 |
| Net (loss) income attributable to Korn Ferry | $(1,711) | $73,541 | $44,894 | $150,788 |
| Net income attributable to noncontrolling interest | 1,755 | 1,074 | 2,335 | 2,363 |
| Other loss, net | 13,835 | 9,048 | 258 | 8,273 |
| Interest expense, net | 6,596 | 7,098 | 11,336 | 14,710 |
| Income tax provision | 2,341 | 28,886 | 20,761 | 55,112 |
| Operating income | 22,816 | 119,647 | 79,584 | 231,246 |
| Depreciation and amortization | 19,554 | 17,093 | 38,566 | 33,322 |
| Other loss, net | (13,835) | (9,048) | (258) | (8,273) |
| Integration/acquisition costs | 5,030 | 3,411 | 9,158 | 7,016 |
| Impairment of fixed assets | 1,452 | — | 1,575 | — |
| Impairment of right-of-use assets | — | — | 1,629 | — |
| Restructuring charges, net | 63,525 | — | 63,946 | — |
| Adjusted EBITDA | $98,542 | $131,103 | $194,200 | $263,311 |
| Adjusted EBITDA margin | 14.0% | 18.0% | 13.8% | 18.5% |

*(dollars in thousands)*

|  | Three Months Ended October 31, 2023 Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | 2022 Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Consulting** | $177,795 | $180,953 | $28,928 | 16.3% | $173,092 | $175,845 | $31,089 | 18.0% |
| **Digital** | 97,092 | 97,157 | 28,983 | 29.9% | 94,329 | 94,577 | 27,524 | 29.2% |
| **Executive Search:** |  |  |  |  |  |  |  |  |
| North America | 132,512 | 133,933 | 29,436 | 22.2% | 142,485 | 144,147 | 37,969 | 26.6% |
| EMEA | 43,098 | 43,315 | 5,619 | 13.0% | 44,645 | 44,919 | 8,081 | 18.1% |
| Asia Pacific | 19,304 | 19,460 | 3,875 | 20.1% | 23,408 | 23,523 | 5,834 | 24.9% |
| Latin America | 8,079 | 8,085 | 805 | 10.0% | 7,821 | 7,822 | 2,607 | 33.3% |
| **Total Executive Search** | 202,993 | 204,793 | 39,735 | 19.6% | 218,359 | 220,411 | 54,491 | 25.0% |
| **Professional Search & Interim** | 138,384 | 139,455 | 25,622 | 18.5% | 134,743 | 135,762 | 32,457 | 24.1% |
| **RPO** | 87,739 | 90,089 | 8,855 | 10.1% | 107,326 | 109,124 | 16,004 | 14.9% |
| **Corporate** | — | — | (33,581) |  | — | — | (30,462) |  |
| **Consolidated** | $704,003 | $712,447 | $98,542 | 14.0% | $727,849 | $735,719 | $131,103 | 18.0% |

34

*(dollars in thousands)*

|  | Six Months Ended October 31, 2023 Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin | 2022 Fee revenue | Total revenue | Adjusted EBITDA | Adjusted EBITDA margin |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Consulting** | $345,883 | $351,746 | $54,108 | 15.6% | $339,576 | $344,580 | $60,639 | 17.9% |
| **Digital** | 185,078 | 185,169 | 53,308 | 28.8% | 178,090 | 178,392 | 51,702 | 29.0% |
| **Executive Search:** |  |  |  |  |  |  |  |  |
| North America | 260,010 | 263,346 | 58,192 | 22.4% | 294,029 | 297,031 | 81,718 | 27.8% |
| EMEA | 89,874 | 90,450 | 11,257 | 12.5% | 91,701 | 92,248 | 16,596 | 18.1% |
| Asia Pacific | 43,843 | 44,070 | 10,190 | 23.2% | 49,789 | 49,975 | 13,185 | 26.5% |
| Latin America | 14,500 | 14,507 | 2,546 | 17.6% | 15,629 | 15,631 | 5,224 | 33.4% |
| **Total Executive Search** | 408,227 | 412,373 | 82,185 | 20.1% | 451,148 | 454,885 | 116,723 | 25.9% |
| **Professional Search & Interim** | 280,563 | 282,524 | 49,951 | 17.8% | 233,690 | 235,814 | 61,618 | 26.4% |
| **RPO** | 183,441 | 186,897 | 19,326 | 10.5% | 221,248 | 225,196 | 33,713 | 15.2% |
| **Corporate** | — | — | (64,678) |  | — | — | (61,084) |  |
| **Consolidated** | $1,403,192 | $1,418,709 | $194,200 | 13.8% | $1,423,752 | $1,438,867 | $263,311 | 18.5% |

### Three Months Ended October 31, 2023 Compared to Three Months Ended October 31, 2022

### Fee Revenue

*Fee Revenue.* Fee revenue was $704.0 million in the three months ended October 31, 2023, a decrease of $23.8 million, or 3% compared to $727.8 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $11.9 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter. Fee revenue decreased primarily due to decreases in our permanent placement talent acquisition offerings, which includes Executive Search, Professional Search Permanent Placement and RPO, due to a decline in demand driven by global economic slowdown and other factors. This decrease was partially offset by an increase in the interim portion of Professional Search & Interim fee revenue, resulting from the acquisition, and increases in fee revenue in Consulting and Digital.

*Consulting.* Consulting reported fee revenue of $177.8 million, an increase of $4.7 million, or 3%, in the three months ended October 31, 2023 compared to $173.1 million in the year-ago quarter. The increase in Consulting fee revenue was driven by growth in our organizational strategy and assessment and succession solutions. Exchange rates favorably impacted fee revenue by $2.8 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter.

*Digital.* Digital reported fee revenue of $97.1 million, an increase of $2.8 million, or 3%, in the three months ended October 31, 2023 compared to $94.3 million in the year-ago quarter. The increase in fee revenue was driven by increases in sales of total rewards, organizational strategy and sales effectiveness offerings. Exchange rates favorably impacted fee revenue by $1.7 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter.

*Executive Search North America*. Executive Search North America reported fee revenue of $132.5 million, a decrease of $10.0 million, or 7%, in the three months ended October 31, 2023 compared to $142.5 million in the year-ago quarter driven by a decline in executive search activity as a result of clients being affected by the uncertain economic environment. North America’s fee revenue was lower due to a 14% decrease in the number of engagements billed, partially offset by a 9% increase in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended October 31, 2023 compared to the year-ago quarter.

*Executive Search EMEA*. Executive Search EMEA reported fee revenue of $43.1 million, a decrease of $1.5 million, or 3%, in the three months ended October 31, 2023 compared to $44.6 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $3.4 million, or 8%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in fee revenue was due to a 12% decrease in the number of engagements billed, partially offset by a 2% increase in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended October 31, 2023 compared to the year-ago quarter. Performance in Germany, France and United Arab Emirates were the primary contributors to the decrease in fee revenue in the three months ended October 31, 2023 compared to the year-ago quarter, partially offset by an increase in fee revenue in Ireland and Denmark.

*Executive Search Asia Pacific.* Executive Search Asia Pacific reported fee revenue of $19.3 million, a decrease of $4.1 million, or 18%, in the three months ended October 31, 2023 compared to $23.4 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $0.3 million, or 1%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in fee revenue was due to a 14% decrease in the number of engagements billed, and 3% decrease in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended October 31, 2023 compared to the year-ago quarter. The performance in China, Singapore, Hong Kong and India were the primary contributors to the decrease in fee revenue in the three months ended October 31, 2023 compared to the year-ago quarter, partially offset by an increase in fee revenue in Korea and Malaysia.

*Executive Search Latin America.* Executive Search Latin America reported fee revenue of $8.1 million, an increase of $0.3 million, or 4%, in the three months ended October 31, 2023 compared to $7.8 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $0.6 million, or 8%, in the three months ended October 31, 2023 compared to the year-ago quarter. The slight increase in fee revenue was due to a 17% increase in the weighted-average fees billed per engagement (calculated using local currency), partially offset by an 18% decrease in the number of engagements billed during the three months ended October 31, 2023 compared to the year-ago quarter. The performance in Colombia and Chile were the primary contributors to the increase in fee revenue in the three months ended October 31, 2023 compared to the year-ago quarter, partially offset by a decrease in fee revenue in Mexico.

*Professional Search & Interim.* Professional Search & Interim reported fee revenue of $138.4 million, an increase of $3.7 million, or 3%, in the three months ended October 31, 2023 compared to $134.7 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $0.9 million, or 1%, in the three months ended October 31, 2023 compared to the year-ago quarter. The increase in fee revenue was due to an increase in interim fee revenue of $26.6 million primarily due to the acquisition. This increase was partially offset by a decrease in permanent placement fee revenue of $23.0 million.

*RPO.* RPO reported fee revenue of $87.7 million, a decrease of $19.6 million, or 18%, in the three months ended October 31, 2023 compared to $107.3 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $2.9 million, or 3%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in fee revenue was primarily due to reduced demand in the number of placements being requested by existing clients as a result of the challenging economic environment.

### Compensation and Benefits

Compensation and benefits expense decreased by $10.9 million, or 2%, to $453.9 million in the three months ended October 31, 2023 from $464.8 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits by $9.3 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $10.4 million due to a decrease in average headcount in the three months ended October 31, 2023 compared to the year-ago quarter. Also contributing to the lower compensation and benefits expense were decreases in commission expense of $4.2 million, lower performance-related bonus expense of $2.6 million, and a decrease in cost associated with use of outside contractors of $1.6 million in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was partially offset by an increase in severance expense of $2.6 million combined with increases in integration/acquisition cost of $2.5 million, employee insurance of $1.9 million, and amortization of long-term awards of $1.0 million in the three months ended October 31, 2023 compared to the year-ago quarter. Compensation and benefits expense, as a percentage of fee revenue, was 64% for both the three months ended October 31, 2023 and 2022.

Consulting compensation and benefits expense increased by $3.7 million, or 3%, to $122.5 million in the three months ended October 31, 2023 from $118.8 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits by $2.5 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter. The increase in compensation and benefits expense was primarily due to increases in salaries and related payroll taxes of $1.6 million, amortization of long-term incentive awards of $0.7 million and employee insurance of $0.5 million in the three months ended October 31, 2023 compared to the year-ago quarter. Consulting compensation and benefits expense, as a percentage of fee revenue, was 69% for both the three months ended October 31, 2023 and 2022.

Digital compensation and benefits expense increased by $0.6 million, or 1%, to $49.5 million in the three months ended October 31, 2023 compared to $48.9 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits by $0.8 million, or 2%, in the three months ended October 31, 2023 compared to the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase in performance-related bonus expense of $2.8 million driven by the higher fee revenue in the segment in the three months ended October 31, 2023 compared to the year-ago quarter. The increase was partially offset by decreases in commission expense of $0.5 million, salaries and related payroll taxes of $0.5 million due to lower average headcount, stock-based compensation expense of $0.5 million and deferred compensation expense of $0.3 million due to a decrease in the fair value of participants' accounts. Digital compensation and benefits expense, as a percentage of fee revenue, decreased to 51% in the three months ended October 31, 2023 from 52% in the year-ago quarter.

Executive Search North America compensation and benefits expense decreased by $3.3 million, or 4%, to $83.7 million in the three months ended October 31, 2023 compared to $87.0 million in the year-ago quarter. Exchange rates did not have a significant impact on compensation and benefits expense in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was primarily due to a decrease in performance-related bonus expense of $1.3 million driven by lower segment fee revenue. Also contributing to the decrease in compensation and benefits expense were decreases in the amortization of long-term incentive awards of $0.9 million and lower salaries and related payroll taxes of $0.9 million due to the decrease in average headcount in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search North America compensation and benefits expense, as a percentage of fee revenue, increased to 63% in the three months ended October 31, 2023 from 61% in the year-ago quarter.

Executive Search EMEA compensation and benefits expense decreased by $0.2 million, or 1%, to $33.3 million in the three months ended October 31, 2023 compared to $33.5 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits by $2.3 million, or 7%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was primarily due to a decrease in performance-related bonus expense of $2.3 million driven by lower segment fee revenue, partially offset by increases in salaries and related payroll taxes of $1.7 million, and amortization of long-term incentive awards of $0.7 million in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search EMEA compensation and benefits expense, as a percentage of fee revenue, increased to 77% in the three months ended October 31, 2023 from 75% in the year-ago quarter.

Executive Search Asia Pacific compensation and benefits expense decreased by $1.7 million, or 11%, to $13.3 million in the three months ended October 31, 2023 compared to $15.0 million in the year-ago quarter. Exchange rates did not have a significant impact on compensation and benefits expense in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was primarily due to a decrease in performance-related bonus expense of $2.0 million in the three months ended October 31, 2023 compared to the year-ago quarter due to lower segment fee revenue, partially offset by an increase in salaries and related payroll taxes of $0.5 million. Executive Search Asia Pacific compensation and benefits expense, as a percentage of fee revenue, increased to 69% in the three months ended October 31, 2023 from 64% in the year-ago quarter.

Executive Search Latin America compensation and benefits expense was $4.8 million in both the three months ended October 31, 2023 and 2022. Exchange rates unfavorably impacted compensation and benefits by $0.4 million, or 8% in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search Latin America compensation and benefits expense, as a percentage of fee revenue, decreased to 59% in the three months ended October 31, 2023 from 61% in the year-ago quarter.

Professional Search & Interim compensation and benefits expense decreased by $2.1 million, or 4%, to $57.1 million in the three months ended October 31, 2023 from $59.2 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits by $0.5 million, or 1%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was primarily due to decreases in commission expense of $3.8 million and performance-related bonus expense of $1.4 million in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease in compensation and benefits expense was partially offset by an increase in integration/acquisition costs of $2.5 million. Professional Search & Interim compensation and benefits expense, as a percentage of fee revenue, decreased to 41% in the three months ended October 31, 2023 from 44% in the year-ago quarter.

RPO compensation and benefits expense decreased by $10.3 million, or 12%, to $72.4 million in the three months ended October 31, 2023 from $82.7 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits by $2.7 million, or 3%, in the three months ended October 31, 2023 compared to the year-ago quarter. The decrease was primarily due to a decrease in salaries and related payroll taxes of $12.5 million as a result of the decrease in average headcount in the three months ended October 31, 2023 compared to the year-ago quarter, combined with lower cost associated with the use of outside contractors of $1.2 million. This decrease was partially offset by increases in severance expense of $2.1 million and performance-related bonus expense of $1.8 million. RPO compensation and benefits expense, as a percentage of fee revenue, increased to 83% in the three months ended October 31, 2023 from 77% in the year-ago quarter.

Corporate compensation and benefits expense increased by $2.5 million, or 17%, to $17.3 million in the three months ended October 31, 2023 from $14.8 million in the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase of $1.3 million in stock-based compensation expense in the three months ended October 31, 2023 compared to the year-ago quarter. Also contributing to the increase in compensation and benefits expense was a decrease in the cash surrender value (“CSV”) of company-owned life insurance (“COLI”) of $0.9 million as a result of less death benefits recorded in the three months ended October 31, 2023 compared to the year-ago quarter.

### General and Administrative Expenses

General and administrative expenses increased by $0.6 million, or 1%, to $65.7 million in the three months ended October 31, 2023 from $65.1 million in the year-ago quarter. Exchange rates unfavorably impacted general and administrative expenses by $0.8 million, or 1%, in the three months ended October 31, 2023 compared to the year-ago quarter. The increase in general and administrative expenses was primarily due to an impairment of fixed assets of $1.5 million associated with an impairment of capitalized software in the three months ended October 31, 2023. Further contributing to the increase in general and administrative expenses was an increase in marketing and business development expense of $1.1 million and a change to a foreign exchange loss of $0.7 million in the three months ended October 31, 2023 from a foreign exchange gain of $0.1 million in the year-ago quarter. These increases were partially offset by a decrease in legal and other professional fees of $2.6 million. General and administrative expenses, as a percentage of fee revenue, were 9% for both the three months ended October 31, 2023 and 2022.

Consulting general and administrative expenses decreased by $0.2 million, or 2%, to $12.7 million in the three months ended October 31, 2023 compared to $12.9 million in the year-ago quarter. Consulting general and administrative expenses, as a percentage of fee revenue, were 7% for both the three months ended October 31, 2023 and 2022.

Digital general and administrative expenses increased by $1.8 million, or 19%, to $11.3 million in the three months ended October 31, 2023 from $9.5 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to an impairment of fixed assets of $1.5 million associated with the impairment of capitalized software coupled with an increase in computer license expense of $0.5 million in the three months ended October 31, 2023 compared to the year-ago quarter. Digital general and administrative expenses, as a percentage of fee revenue, increased to 12% in the three months ended October 31, 2023 from 10% in the year-ago quarter.

Executive Search North America general and administrative expenses decreased by $1.0 million, or 12%, to $7.6 million in the three months ended October 31, 2023 compared to $8.6 million in the year-ago quarter. The decrease in general and administrative expenses was primarily due to a change to a foreign exchange gain of $0.4 million in the three months ended October 31, 2023 from a foreign exchange loss of $0.3 million in the year-ago quarter, combined with a decrease in legal and other professional fees of $0.4 million. Executive Search North America general and administrative expenses, as a percentage of fee revenue, were 6% for both the three months ended October 31, 2023 and 2022.

Executive Search EMEA general and administrative expenses increased by $0.9 million, or 30%, to $3.9 million in the three months ended October 31, 2023 from $3.0 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to a change to a foreign exchange loss of $0.1 million in the three months ended October 31, 2023 from a foreign exchange gain of $0.7 million in the year-ago quarter. Executive Search EMEA general and administrative expenses, as a percentage of fee revenue, increased to 9% in the three months ended October 31, 2023 from 7% in the year-ago quarter.

Executive Search Asia Pacific general and administrative expenses decreased by $0.4 million, or 17%, to $1.9 million in the three months ended October 31, 2023 compared to $2.3 million in the year-ago quarter. The decrease in general and administrative expenses was primarily driven by a lower bad debt expense of $0.2 million and a decrease in legal and other professional fees of $0.1 million in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search Asia Pacific general and administrative expenses, as a percentage of fee revenue, were 10% for both the three months ended October 31, 2023 and 2022.

Executive Search Latin America general and administrative expenses increased by $1.9 million, or 475%, to $2.3 million in the three months ended October 31, 2023 compared to $0.4 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to a change to a foreign exchange loss of $1.4 million in the three months ended October 31, 2023 from a foreign exchange gain of $0.2 million in the year-ago quarter. Executive Search Latin America general and administrative expenses, as a percentage of fee revenue, increased to 29% in the three months ended October 31, 2023 from 5% in the year-ago quarter.

Professional Search & Interim general and administrative expenses decreased by $0.4 million, or 6%, to $6.7 million in the three months ended October 31, 2023 compared to $7.1 million in the year-ago quarter. The decrease in general and administrative expense was primarily due to a decrease in legal and other professional fees of $0.2 million and an increase of $0.3 million in foreign exchange gain in the three months ended October 31, 2023 compared to the year-ago quarter. Professional Search & Interim general and administrative expenses, as a percentage of fee revenue, were 5% for both the three months ended October 31, 2023 and 2022.

RPO general and administrative expenses decreased by $1.9 million, or 35%, to $3.5 million in the three months ended October 31, 2023 compared to $5.4 million in the year-ago quarter. The decrease in general and administrative expenses was primarily due to a change in foreign exchange gain of $1.0 million in the three months ended October 31, 2023 compared to a foreign exchange loss of $0.2 million in the year-ago quarter. Also contributing to the decrease in general and administrative expense were decreases in marketing and business development expense of $0.3 million, and premise and office expense of $0.3 million in the three months ended October 31, 2023 compared to the year-ago quarter. RPO general and administrative expenses, as a percentage of fee revenue, decreased to 4% in the three months ended October 31, 2023 from 5% in the year-ago quarter.

Corporate general and administrative expenses decreased by $0.3 million, or 2%, to $15.7 million in the three months ended October 31, 2023 compared to $16.0 million in the year-ago quarter. The decrease was primarily due to decreases in legal and other professional fees of $2.2 million and integration/acquisition costs of $0.8 million. The decrease was partially offset by a change to a foreign exchange loss of $0.6 million in the three months ended October 31, 2023 from a foreign exchange gain of $0.7 million in the year-ago quarter, and increases in marketing and business development expense of $1.0 million and premise and office expense of $0.4 million.

### 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 $17.2 million, or 28%, to $78.5 million in the three months ended October 31, 2023 compared to $61.3 million in the year-ago quarter. Professional Search & Interim accounts for $15.1 million of the increase due to the acquisition, which performs a significant portion of interim services. Interim services have a higher cost of service expense as compared to the Company's other segments. Cost of services expense, as a percentage of fee revenue, increased to 11% in the three months ended October 31, 2023 from 8% in the year-ago quarter.

### Depreciation and Amortization Expenses

Depreciation and amortization expenses increased by $2.5 million, or 15%, to $19.6 million in the three months ended October 31, 2023 compared to $17.1 million in the year-ago quarter. The increase was primarily due to the technology investments made in the current and prior year, and an increase in amortization of intangible assets due to the acquisition.

### Restructuring Charges, Net

During the second quarter of fiscal 2024, we implemented the Plan to eliminate excess capacity resulting from the challenging macroeconomic business environment impacting demand. As a result, we recorded restructuring charges, net of $63.5 million during the three months ended October 31, 2023. There were no restructuring charges, net during the three months ended October 31, 2022.

### Net (Loss) Income Attributable to Korn Ferry

Net loss attributable to Korn Ferry was $1.7 million in the three months ended October 31, 2023, as compared to net income attributable to Korn Ferry of $73.5 million in the year-ago quarter. The change to a net loss attributable to Korn Ferry was primarily due to restructuring charges, net recorded during the three months ended October 31, 2023 in order to align our workforce to the challenging macroeconomic business environment. Also contributing to the net loss was a decrease in fee revenue, coupled with increases in cost of services expense and other loss, net in the three months ended October 31, 2023 compared to the year-ago quarter. Partially offsetting the net loss was a decrease in compensation and benefits expense and lower income tax provision. Net loss attributable to Korn Ferry, as a percentage of fee revenue was less than 1% in the three months ended October 31, 2023 compared to net income attributable to Korn Ferry, as a percentage of fee revenue of 10% in the three months ended October 31, 2022.

### Adjusted EBITDA

Adjusted EBITDA decreased by $32.6 million, or 25%, to $98.5 million in the three months ended October 31, 2023 as compared to $131.1 million in the year-ago quarter. The decrease in Adjusted EBITDA was primarily driven by a decrease in fee revenue, and increases in cost of services expense and other loss, net. This decrease was partially offset by a decrease in compensation and benefits expense (excluding integration/acquisition costs). Adjusted EBITDA, as a percentage of fee revenue, was 14% in the three months ended October 31, 2023 compared to 18% in the year-ago quarter. Adjusted EBITDA margin decreased primarily due to a change in fee revenue mix, with a decrease in Executive Search and Permanent Placement, which have higher margins, being replaced with fee revenue from Interim, which has lower margins.

Consulting Adjusted EBITDA was $28.9 million in the three months ended October 31, 2023, a decrease of $2.2 million, or 7%, as compared to $31.1 million in the year-ago quarter. This decrease in Adjusted EBITDA was primarily driven by increases in compensation and benefits expense and cost of services expense, partially offset by an increase in fee revenue. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 16% and 18% in the three months ended October 31, 2023 and 2022, respectively.

Digital Adjusted EBITDA was $29.0 million in the three months ended October 31, 2023, an increase of $1.5 million, or 5%, as compared to $27.5 million in the year-ago quarter. This increase in Adjusted EBITDA was mainly driven by higher segment fee revenue, partially offset by an increase in compensation and benefits expense during the three months ended October 31, 2023 compared to the year-ago quarter. Digital Adjusted EBITDA, as a percentage of fee revenue, was 30% and 29% in the three months ended October 31, 2023 and 2022, respectively.

Executive Search North America Adjusted EBITDA decreased by $8.6 million, or 23%, to $29.4 million in the three months ended October 31, 2023 compared to $38.0 million in the year-ago quarter. The decrease was mainly driven by lower fee revenue in the segment and an increase in other loss, net, partially offset by the decreases in compensation and benefits expense and general and administrative expense in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 22% and 27% in the three months ended October 31, 2023 and 2022, respectively.

Executive Search EMEA Adjusted EBITDA decreased by $2.5 million, or 31%, to $5.6 million in the three months ended October 31, 2023 compared to $8.1 million in the year-ago quarter. The decrease was primarily driven by a decrease in segment fee revenue, and an increase in general and administrative expenses in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 13% and 18% in the three months ended October 31, 2023 and 2022, respectively.

Executive Search Asia Pacific Adjusted EBITDA decreased by $1.9 million, or 33%, to $3.9 million in the three months ended October 31, 2023 compared to $5.8 million in the year-ago quarter. The decrease in Adjusted EBITDA was driven by lower fee revenue in the segment, partially offset by decreases in compensation and benefits expense and general and administrative expenses. Executive Search Asia Pacific Adjusted EBITDA, as a percentage of fee revenue, was 20% and 25% in the three months ended October 31, 2023 and 2022, respectively.

Executive Search Latin America Adjusted EBITDA decreased by $1.8 million, or 69%, to $0.8 million in the three months ended October 31, 2023 compared to $2.6 million in the year-ago quarter. The decrease was mainly driven by an increase in general and administrative expenses, partially offset by higher fee revenue in the three months ended October 31, 2023 compared to the year-ago quarter. Executive Search Latin America Adjusted EBITDA, as a percentage of fee revenue, was 10% and 33% in the three months ended October 31, 2023 and 2022, respectively.

Professional Search & Interim Adjusted EBITDA was $25.6 million in the three months ended October 31, 2023, a decrease of $6.9 million, or 21%, as compared to $32.5 million in the year-ago quarter. The decrease in Adjusted EBITDA was mainly driven by an increase in cost of services expense, partially offset by higher fee revenue in the segment as a result of the acquisition, and decreases in compensation and benefits expense (excluding integration/acquisition costs), and general and administrative expenses (excluding integration/acquisition costs) in the three months ended October 31, 2023 compared to the year-ago quarter. Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 19% and 24% in the three months ended October 31, 2023 and 2022, respectively.

RPO Adjusted EBITDA was $8.9 million in the three months ended October 31, 2023, a decrease of $7.1 million, or 44%, as compared to $16.0 million in the year-ago quarter. The decrease in Adjusted EBITDA was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense and general and administrative expenses. RPO Adjusted EBITDA, as a percentage of fee revenue, was 10% and 15% in the three months ended October 31, 2023 and 2022, respectively.

### Other Loss, Net

Other loss, net was $13.8 million in the three months ended October 31, 2023 compared to $9.0 million in the year-ago quarter. The difference was primarily due to greater losses from the decrease in the fair value of our marketable securities that are held in trust to for the settlement of the Company's obligation under the ECAP during the three months ended October 31, 2023 compared to the year-ago quarter.

### Interest Expense, Net

Interest expense, net primarily relates to the Notes issued in December 2019, borrowings under 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 $6.6 million in the three months ended October 31, 2023 compared to $7.1 million in the year-ago quarter. Interest expense, net decreased due to an increase in interest income earned on cash and cash equivalent balances as a result of higher interest rates in the three months ended October 31, 2023 compared to the year-ago quarter.

### Income Tax Provision

The provision for income tax was $2.3 million in the three months ended October 31, 2023, with an effective tax rate of 98.2%, compared to $28.9 million in the three months ended October 31, 2022, with an effective rate of 27.9%. In addition to the impact of U.S. state income taxes and the jurisdictional mix of earnings, which generally create variability in our effective tax rate over time, the effective tax rate in the three months ended October 31, 2023 was elevated due to lower earnings resulting from restructuring charges recorded in the three months ended October 31, 2023.

### 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 consolidated results of operations. Net income attributable to noncontrolling interest for the three months ended October 31, 2023 was $1.8 million, as compared to $1.1 million in the three months ended October 31, 2022.

### Six Months Ended October 31, 2023 Compared to Six Months Ended October 31, 2022

### Fee Revenue

*Fee Revenue.* Fee revenue was $1,403.2 million, a decrease of $20.6 million, or 1%, in the six months ended October 31, 2023 compared to $1,423.8 million in the year-ago period. Exchange rates favorably impacted fee revenue by $12.9 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period. Fee revenue decreased primarily due to decreases in our permanent placement talent acquisition offerings, which includes Executive Search, Professional Search Permanent Placement and RPO, due to a decline in demand driven by the global economic slowdown and other factors. This decrease was partially offset by an increase in fee revenue in the interim portion of the Professional Search & Interim segment resulting from the acquisitions of Infinity Consulting Solutions and Salo (collectively "the Acquired Companies"), which were effective on August 1, 2022 and February 1, 2023, respectively, and increases in fee revenue in Consulting and Digital.

*Consulting.* Consulting reported fee revenue of $345.9 million, an increase of $6.3 million, or 2%, in the six months ended October 31, 2023 compared to $339.6 million in the year-ago period. The increase in fee revenue was mainly driven by growth in our organizational strategy and assessment & succession solutions. Exchange rates favorably impacted fee revenue by $3.0 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period.

*Digital.* Digital reported fee revenue of $185.1 million, an increase of $7.0 million, or 4%, in the six months ended October 31, 2023 compared to $178.1 million in the year-ago period. The increase in fee revenue was driven by increases in sales of total rewards, organizational strategy and sales effectiveness offerings. Exchange rates favorably impacted fee revenue by $1.6 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period.

*Executive Search North America*. Executive Search North America reported fee revenue of $260.0 million, a decrease of $34.0 million, or 12%, in the six months ended October 31, 2023 compared to $294.0 million in the year-ago period. North America’s fee revenue was lower due to a 15% decrease in the number of engagements billed, partially offset by a 4% increase in the weighted-average fee billed per engagement (calculated using local currency) during the six months ended October 31, 2023 compared to the year-ago period, driven by a decline in demand for executive searches as a result of clients being affected by the uncertain economic environment.

*Executive Search EMEA*. Executive Search EMEA reported fee revenue of $89.9 million, a decrease of $1.8 million, or 2%, in the six months ended October 31, 2023 compared to $91.7 million in the year-ago period. Exchange rates favorably impacted fee revenue by $4.9 million, or 5%, in the six months ended October 31, 2023 compared to the year-ago period. The decrease in fee revenue was due to a 5% decrease in the number of engagements billed, combined with a 2% decrease in the weighted-average fee billed per engagement (calculated using local currency) during the six months ended October 31, 2023 compared to the year-ago period. Performance in France, United Arab Emirates, and Germany were the primary contributors to the decrease in fee revenue in the six months ended October 31, 2023 compared to the year-ago period, partially offset by an increase in fee revenue in Denmark, United Kingdom, and Ireland.

*Executive Search Asia Pacific.* Executive Search Asia Pacific reported fee revenue of $43.8 million, a decrease of $6.0 million, or 12%, in the six months ended October 31, 2023 compared to $49.8 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by $1.2 million, or 2%, in the six months ended October 31, 2023 compared to the year-ago period. The decrease in fee revenue was due to a 19% decrease in the number of engagements billed, partially offset by an 11% increase in the weighted-average fee billed per engagement (calculated using local currency) during the six months ended October 31, 2023 compared to the year-ago period. The performance in China, Singapore, and Hong Kong were the primary contributors to the decrease in fee revenue in the six months ended October 31, 2023 compared to the year-ago period.

*Executive Search Latin America.* Executive Search Latin America reported fee revenue of $14.5 million, a decrease of $1.1 million, or 7%, in the six months ended October 31, 2023 compared to $15.6 million in the year-ago period. Exchange rates favorably impacted fee revenue by $1.2 million, or 8%, in the six months ended October 31, 2023 compared to the year-ago period. The decrease in fee revenue was due to a 19% decrease in the number of engagements billed, partially offset by a 7% increase in the weighted-average fees billed per engagement (calculated using local currency) during the six months ended October 31, 2023 compared to the year-ago period. The performance in Brazil and Mexico were the primary contributors to the decrease in fee revenue in the six months ended October 31, 2023 compared to the year-ago period, partially offset by an increase in fee revenue in Colombia.

*Professional Search & Interim.* Professional Search & Interim reported fee revenue of $280.6 million, an increase of $46.9 million, or 20%, in the six months ended October 31, 2023 compared to $233.7 million in the year-ago period. Exchange rates favorably impacted fee revenue by $1.1 million in the six months ended October 31, 2023 compared to the year-ago period. The increase in fee revenue was due to an increase in interim fee revenue of $85.7 million, mainly driven by the Acquired Companies. This increase was partially offset by a decrease in permanent placement fee revenue of $38.8 million.

*RPO.* RPO reported fee revenue of $183.4 million, a decrease of $37.8 million, or 17%, in the six months ended October 31, 2023 compared to $221.2 million in the year-ago period. Exchange rates favorably impacted fee revenue by $2.8 million, or 1% in the six months ended October 31, 2023 compared to the year-ago period. The decrease in fee revenue was primarily due to a decline in the number of placements being requested by existing clients.

### Compensation and Benefits

Compensation and benefits expense increased by $3.3 million to $933.7 million in the six months ended October 31, 2023 from $930.4 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $10.4 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was primarily due to higher deferred compensation expenses of $12.0 million as a result of an increase in the fair value of participants' accounts in the six months ended October 31, 2023 compared to the year-ago period. Further contributing to the increase in compensation and benefits expense was an increase in severance expense of $7.8 million due to the lay-offs that took place during the six months ended October 31, 2023, higher integration/acquisition costs of $5.1 million and increases in employee insurance of $2.9 million and stock-based compensation expense of $2.5 million. These increases were partially offset by decreases in performance-related bonus expense of $12.3 million, commission expense of $4.7 million resulting from lower fee revenue in the six months ended October 31, 2023 compared to the year-ago period, salaries and related payroll taxes of $5.9 million driven by the decrease in average headcount, and cost associated with the use of outside contractors of $2.9 million. Compensation and benefits expense, as a percentage of fee revenue, increased to 67% in the six months ended October 31, 2023 from 65% in the year-ago period.

Consulting compensation and benefits expense increased by $10.9 million, or 5%, to $243.6 million in the six months ended October 31, 2023 from $232.7 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $2.9 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was primarily due to increases in salaries and related payroll taxes of $3.6 million, performance-related bonus expense of $1.7 million due to the segment's revenue growth in the six months ended October 31, 2023 compared to the year-ago period and employee insurance of $0.7 million. Also contributing to the increase in compensation and benefits expense was an increase in deferred compensation expense of $1.6 million as a result of an increase in the fair value of participants' accounts during the six months ended October 31, 2023 compared to the year-ago period. Consulting compensation and benefits expense, as a percentage of fee revenue, increased to 70% in the six months ended October 31, 2023 from 69% in the year-ago period.

Digital compensation and benefits expense increased by $3.6 million, or 4%, to $96.2 million in the six months ended October 31, 2023 from $92.6 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $1.0 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was primarily due to an increase in performance-related bonus expense of $5.4 million driven by the segment's revenue growth during the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was partially offset by the decreases in stock-based compensation expense of $1.2 million, commission expense of $0.5 million and the amortization of long-term incentive awards of $0.5 million. Digital compensation and benefits expense, as a percentage of fee revenue, was 52% for both the six months ended October 31, 2023 and 2022.

Executive Search North America compensation and benefits expense decreased by $2.7 million, or 1%, to $182.3 million in the six months ended October 31, 2023 compared to $185.0 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $0.3 million, in the six months ended October 31, 2023 compared to the year-ago period. The decrease in compensation and benefits expense was primarily due to decreases in performance-related bonus expense of $9.1 million due to lower segment revenue and amortization of long-term incentive awards of $2.1 million in the six months ended October 31, 2023 compared the year-ago period. This decrease was partially offset by higher deferred compensation expense of $8.5 million as a result of an increase in the fair value of participants' accounts in the six months ended October 31, 2023 compared to the year-ago period. Executive Search North America compensation and benefits expense, as a percentage of fee revenue, increased to 70% in the six months ended October 31, 2023 from 63% in the year-ago period.

Executive Search EMEA compensation and benefits expense increased by $2.6 million, or 4%, to $70.7 million in the six months ended October 31, 2023 compared to $68.1 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $3.1 million, or 5%, in the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was primarily due to increases in severance expense of $4.0 million due to the lay-offs that took place during the six months ended October 31, 2023, salaries and payroll related taxes of $3.1 million and amortization of long-term incentive awards of $2.5 million in the six months ended October 31, 2023 compared to the year-ago period. This increase was partially offset by a decrease in performance-related bonus expense of $5.8 million. Executive Search EMEA compensation and benefits expense, as a percentage of fee revenue, increased to 79% in the six months ended October 31, 2023 from 74% in the year-ago period.

Executive Search Asia Pacific compensation and benefits expense decreased by $2.2 million, or 7%, to $29.5 million in the six months ended October 31, 2023 compared to $31.7 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $0.5 million, or 2%, in the six months ended October 31, 2023 compared to the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in performance-related bonus expense of $2.4 million in the six months ended October 31, 2023 compared to the year-ago period due to lower segment fee revenue. Executive Search Asia Pacific compensation and benefits expense, as a percentage of fee revenue, increased to 67% in the six months ended October 31, 2023 from 64% in the year-ago period.

Executive Search Latin America compensation and benefits expense increased by $0.2 million, or 2%, to $9.7 million in the six months ended October 31, 2023 compared to $9.5 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $0.7 million, or 7% in the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was primarily due to increases in deferred compensation expense of $0.4 million and salaries and related payroll taxes of $0.3 million, partially offset by a decrease in performance related bonus expense of $0.2 million due to lower segment fee revenue in the six months ended October 31, 2023 compared to the year-ago period. Executive Search Latin America compensation and benefits expense, as a percentage of fee revenue, increased to 67% in the six months ended October 31, 2023 from 61% in the year-ago period.

Professional Search & Interim compensation and benefits expense increased by $7.3 million, or 7%, to $116.5 million in the six months ended October 31, 2023 from $109.2 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $0.6 million, or 1%, in the six months ended October 31, 2023 compared to the year-ago period. The increase was primarily due to higher integration/acquisition costs of $5.1 million due to the Acquired Companies and increases in salaries and payroll-related taxes of $4.8 million, employee insurance of $1.0 million and deferred compensation expense of $0.9 million in the six months ended October 31, 2023 compared to the year-ago period. The increase in compensation and benefits expense was partially offset by a decrease in commission expense of $4.2 million. Professional Search & Interim compensation and benefits expense, as a percentage of fee revenue, decreased to 42% in the six months ended October 31, 2023 from 47% in the year-ago period.

RPO compensation and benefits expense decreased by $21.2 million, or 12%, to $150.0 million in the six months ended October 31, 2023 from $171.2 million in the year-ago period. Exchange rates unfavorably impacted compensation and benefits by $2.9 million, or 2%, in the six months ended October 31, 2023 compared to the year-ago period. The decrease was primarily due to decreases in salaries and related payroll taxes of $19.6 million driven by the decrease in average headcount in the six months ended October 31, 2023 compared to the year-ago period. Also contributing to the decrease in compensation and benefits expense was a decrease in costs associated with the use of outside contractors of $2.7 million and performance-related bonus expense of $1.4 million as a result of lower segment fee revenue. These decreases were partially offset by a $3.1 million increase in severance expense due to the layoffs that took place in the six months ended October 31, 2023. RPO compensation and benefits expense, as a percentage of fee revenue, increased to 82% in the six months ended October 31, 2023 from 77% in the year-ago period.

Corporate compensation and benefits expense increased by $4.9 million, or 16%, to $35.4 million in the six months ended October 31, 2023 from $30.5 million in the year-ago period. The increase was primarily due to an increase in stock-based compensation expense of $2.3 million in the six months ended October 31, 2023 compared to the year-ago period. Also contributing to the increase was a decrease in the CSV of COLI of $0.9 million as a result of recording less death benefits, and higher deferred compensation expense of $0.6 million due to an increase in the fair value of participants' accounts in the six months ended October 31, 2023 compared to the year-ago period.

### General and Administrative Expenses

General and administrative expenses increased by $2.2 million, or 2%, to $131.7 million in the six months ended October 31, 2023 from $129.5 million in the year-ago period. Exchange rates unfavorably impacted general and administrative expenses by $0.3 million in the six months ended October 31, 2023 compared to the year-ago period. The increase in general and administrative expenses was primarily due to higher marketing and business development expenses of $2.9 million and increases in computer license expenses of $2.5 million and bad debt expense of $0.8 million in the six months ended October 31, 2023 compared to the year-ago period. Further contributing to the increase in general and administrative expenses were the impairment of right-of-use assets of $1.6 million associated with the reduction of the Company's real estate footprint, and the impairment of capitalized software of $1.5 million during the six months ended October 31, 2023. The increase in general and administrative expenses was partially offset by decreases in legal and other professional fees of $4.0 million, and integration/acquisition costs of $3.0 million in the six months ended October 31, 2023 compared to year-ago period. General and administrative expenses, as a percentage of fee revenue, were 9% for both the six months ended October 31, 2023 and 2022.

Consulting general and administrative expenses increased by $1.6 million, or 6%, to $27.3 million in the six months ended October 31, 2023 compared to $25.7 million in the year-ago period. The increase in general and administrative expenses was primarily due to a higher bad debt expense of $1.2 million and an increase in legal and other professional fees of $1.1 million. Further contributing to the increase in general and administrative expenses was an impairment of right-of-use assets of $0.6 million as a result of the reduction of the Company's real estate footprint. The increase was partially offset by a decrease in foreign exchange loss of $0.6 million and a decrease in premise and office expense of $0.6 million in the six months ended October 31, 2023, compared to the year-ago period. Consulting general and administrative expenses, as a percentage of fee revenue, were 8% for both the six months ended October 31, 2023 and 2022.

Digital general and administrative expenses increased by $2.2 million, or 12%, to $20.8 million in the six months ended October 31, 2023 from $18.6 million in the year-ago period. The increase in general and administrative expenses was primarily due to the impairment of capitalized software of $1.5 million during the six months ended October 31, 2023 and an increase in computer license expenses of $1.1 million in the six months ended October 31, 2023, compared to the year-ago period. Digital general and administrative expenses, as a percentage of fee revenue, increased to 11% in the six months ended October 31, 2023 from 10% in the year-ago period.

Executive Search North America general and administrative expenses decreased by $0.4 million, or 2%, to $16.6 million in the six months ended October 31, 2023 compared to $17.0 million in the year-ago period. The decrease in general and administrative expenses was primarily due to a change to a foreign exchange gain of $0.3 million in the six months ended October 31, 2023, from a foreign exchange loss of $0.5 million in the year-ago period. The decrease in general and administrative expenses was partially offset by the impairment of right-of-use assets of $0.5 million associated with the reduction of the Company's real estate footprint during the six months ended October 31, 2023. Executive Search North America general and administrative expenses, as a percentage of fee revenue, were 6% for both the six months ended October 31, 2023 and 2022.

Executive Search EMEA general and administrative expenses increased by $1.2 million, or 18%, to $8.0 million in the six months ended October 31, 2023 from $6.8 million in the year-ago period. The increase in general and administrative expenses was primarily due to the impairment of right-of-use assets of $0.4 million associated with the reduction of the Company's real estate footprint during the six months ended October 31, 2023, an increase in marketing and business development expenses of $0.3 million and a decrease in foreign exchange gain of $0.5 million in the six months ended October 31, 2023 compared to the year-ago period. Executive Search EMEA general and administrative expenses, as a percentage of fee revenue, increased to 9% in the six months ended October 31, 2023 from 7% in the year-ago period.

Executive Search Asia Pacific general and administrative expenses decreased by $0.5 million, or 10%, to $4.3 million in the six months ended October 31, 2023 compared to $4.8 million in the year-ago period. The decrease in general and administrative expenses was primarily due to decreases in bad debt expense of $0.3 million and legal and other professional fees of $0.2 million in the six months ended October 31, 2023 compared to the year-ago period. Executive Search Asia Pacific general and administrative expenses, as a percentage of fee revenue, were 10% for both the six months ended October 31, 2023 and 2022.

Executive Search Latin America general and administrative expenses increased by $1.2 million, or 133%, to $2.1 million in the six months ended October 31, 2023 compared to $0.9 million in the year-ago period. The increase in general and administrative expenses was primarily due to a change to a foreign exchange loss of $0.6 million in the six months ended October 31, 2023 from a foreign exchange gain of $0.5 million in the year-ago period. Executive Search Latin America general and administrative expenses, as a percentage of fee revenue, increased to 15% in the six months ended October 31, 2023 from 6% in the year-ago period.

Professional Search & Interim general and administrative expenses remained relatively flat with $13.5 million in the six months ended October 31, 2023 compared to $13.4 million in the year-ago period. Professional Search & Interim general and administrative expenses, as a percentage of fee revenue, decreased to 5% in the six months ended October 31, 2023 from 6% in the year-ago period.

RPO general and administrative expenses decreased by $1.0 million, or 10%, to $9.2 million in the six months ended October 31, 2023 compared to $10.2 million in the year-ago period. The decrease in general and administrative expenses was primarily due to decreases in premise and office expense of $0.7 million, marketing and business development expenses of $0.2 million and lower bad debt expense of $0.2 million in the six months ended October 31, 2023 compared to the year-ago period. RPO general and administrative expenses, as a percentage of fee revenue, were 5% for both the six months ended October 31, 2023 and 2022.

Corporate general and administrative expenses decreased by $2.4 million, or 7%, to $29.8 million in the six months ended October 31, 2023 compared to $32.2 million in the year-ago period. The decrease was primarily due to lower legal and other professional fees of $4.7 million and a decrease in integration/acquisition costs of $1.8 million. These decreases were partially offset by increases in marketing and business development expenses of $2.0 million, computer license expenses of $0.7 million and a change to a foreign exchange loss of $0.3 million in the six months ended October 31, 2023 from a foreign exchange gain of $1.2 million in the year-ago period.

### 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 $56.5 million, or 57%, to $155.7 million in the six months ended October 31, 2023 compared to $99.2 million in the year-ago period. Professional Search & Interim accounts for $55.1 million of the increase due to the Acquired Companies, which perform a significant amount of interim services. Interim services have a higher cost of service expense as compared to the Company's other segments. The rest of the increase was from the Consulting and Digital segment due to an increase in fee revenue in the segment. Cost of services expense, as a percentage of fee revenue, increased to 11% in the six months ended October 31, 2023 from 7% in the six months ended October 31, 2022.

### Depreciation and Amortization Expenses

Depreciation and amortization expenses were $38.6 million, an increase of $5.3 million, or 16% in the six months ended October 31, 2023 compared to $33.3 million in the year-ago period. The increase was primarily due to technology investments made in the current and prior year, and an increase in amortization of intangible assets due to the Acquired Companies.

### Restructuring Charges, Net

During the second quarter of fiscal 2024, we implemented the Plan to eliminate excess capacity resulting from challenging macroeconomic business environment. As a result, during the six months ended October 31, 2023, the Company recorded restructuring charges, net of $63.5 million and made adjustments to the previously recorded restructuring accruals of $0.4 million for total restructuring charges of $63.9 million during the six months ended October 31, 2023. There were no restructuring charges, net during the six months ended October 31, 2022.

### Net Income Attributable to Korn Ferry

Net income attributable to Korn Ferry decreased by $105.9 million, or 70%, to $44.9 million in the six months ended October 31, 2023, as compared to $150.8 million in the year-ago period. The decrease in net income attributable to Korn Ferry was primarily driven by the restructuring charges, net recorded during the six months ended October 31, 2023 in order to align our workforce to the challenging macroeconomic business environment. Further contributing to the decrease in net income was a decrease in fee revenue and an increase in cost of services in the six months ended October 31, 2023 compared to the year ago period. The decrease in net income was partially offset by a decrease in income tax provision. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 3% and 11% in the six months ended October 31, 2023 and 2022, respectively.

### Adjusted EBITDA

Adjusted EBITDA decreased by $69.1 million, or 26%, to $194.2 million in the six months ended October 31, 2023 as compared to $263.3 million in the year-ago period. The decrease in Adjusted EBITDA was mainly driven by a decrease in fee revenue combined with an increase in cost of services expense, partially offset by a decrease in other loss, net in the six months ended October 31, 2023 compared to the year-ago period. Adjusted EBITDA, as a percentage of fee revenue, was 14% and 18% in the six months ended October 31, 2023 and 2022, respectively.

Consulting Adjusted EBITDA was $54.1 million in the six months ended October 31, 2023, a decrease of $6.5 million, or 11%, as compared to $60.6 million in the year-ago period. This decrease in Adjusted EBITDA was driven by increases in compensation and benefits expense, cost of services expense and general and administrative expense (excluding impairment charges), partially offset by an increase in fee revenue in the six months ended October 31, 2023 compared to the year-ago period. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 16% and 18% in the six months ended October 31, 2023 and 2022, respectively.

Digital Adjusted EBITDA was $53.3 million in the six months ended October 31, 2023, an increase of $1.6 million, or 3%, as compared to $51.7 million in the year-ago period. This increase in Adjusted EBITDA was mainly driven by an increase in fee revenue, partially offset by increases in compensation and benefits expense, cost of services expense and general and administrative expenses (excluding impairment charges) during the six months ended October 31, 2023 compared to the year-ago period. Digital Adjusted EBITDA, as a percentage of fee revenue, was 29% in both the six months ended October 31, 2023 and 2022.

Executive Search North America Adjusted EBITDA decreased by $23.5 million, or 29%, to $58.2 million in the six months ended October 31, 2023 compared to $81.7 million in the year-ago period. The decrease was primarily driven by a decrease in the segment's fee revenue, partially offset by decreases in other loss, net, compensation and benefits expense and general and administrative expenses (excluding impairment charges) in the six months ended October 31, 2023 compared to the year-ago period. Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 22% in the six months ended October 31, 2023 as compared to 28% in the six months ended October 31, 2022.

Executive Search EMEA Adjusted EBITDA decreased by $5.3 million, or 32%, to $11.3 million in the six months ended October 31, 2023 compared to $16.6 million in the year-ago period. The decrease in Adjusted EBITDA was driven by lower fee revenue in the segment coupled with increases in compensation and benefits expense and general and administrative expenses (excluding impairment charges) in the six months ended October 31, 2023 compared to the year-ago period. Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 13% in the six months ended October 31, 2023 as compared to 18% in the six months ended October 31, 2022

Executive Search Asia Pacific Adjusted EBITDA decreased by $3.0 million, or 23%, to $10.2 million in the six months ended October 31, 2023 compared to $13.2 million in the year-ago period. The decrease in Adjusted EBITDA was driven by lower fee revenue in the segment, partially offset by decreases in compensation and benefits expense and general and administrative expenses. Executive Search Asia Pacific Adjusted EBITDA, as a percentage of fee revenue, was 23% in the six months ended October 31, 2023 as compared to 26% in the six months ended October 31, 2022.

Executive Search Latin America Adjusted EBITDA decreased by $2.7 million, or 52%, to $2.5 million in the six months ended October 31, 2023 compared to $5.2 million in the year-ago period. The decrease in Adjusted EBITDA was driven by lower fee revenue in the segment, combined with increases in compensation and benefits and general and administrative expenses. Executive Search Latin America Adjusted EBITDA, as a percentage of fee revenue, was 18% in the six months ended October 31, 2023 as compared to 33% in the six months ended October 31, 2022.

Professional Search & Interim Adjusted EBITDA was $50.0 million in the six months ended October 31, 2023, a decrease of $11.6 million, or 19%, as compared to $61.6 million in the year-ago period. The decrease in Adjusted EBITDA was mainly driven by higher cost of services expense and increases in compensation and benefits expense (excluding integration/acquisition cost) and general and administrative expenses (excluding integration/acquisition costs), partially offset by higher fee revenue in the segment driven by the Acquired Companies. Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 18% in the six months ended October 31, 2023 compared to 26% in the year-ago period.

RPO Adjusted EBITDA was $19.3 million in the six months ended October 31, 2023, a decrease of $14.4 million, or 43%, as compared to $33.7 million in the year-ago period. The decrease in Adjusted EBITDA was mainly driven by lower fee revenue in the segment, partially offset by decreases in compensation and benefits expense, general and administrative expenses (excluding impairment charges) and cost of services expenses. RPO Adjusted EBITDA, as a percentage of fee revenue, was 11% in the six months ended October 31, 2023 compared to 15% in the year-ago period.

### Other Loss, Net

Other loss, net was $0.3 million in the six months ended October 31, 2023 compared to $8.3 million in the year-ago period. The difference was primarily due to smaller losses from the decrease in the fair value of our marketable securities that are held in trust for the settlement of the Company's obligation under the ECAP during the six months ended October 31, 2023 compared to the year-ago period.

### Interest Expense, Net

Interest expense, net primarily relates to the Notes issued in December 2019, borrowings under 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 $11.3 million in the six months ended October 31, 2023 compared to $14.7 million in the year-ago period. Interest expense, net decreased due to an increase in interest income earned on cash and cash equivalent balances as a result of higher interest rates in the six months ended October 31, 2023 compared to the year-ago period.

### Income Tax Provision

The provision for income tax was $20.8 million in the six months ended October 31, 2023, with an effective tax rate of 30.5%, compared to $55.1 million in the six months ended October 31, 2022, with an effective rate of 26.5%. In addition to the impact of U.S. state income taxes and the jurisdictional mix of earnings, which generally create variability in our effective tax rate over time, the tax benefit recorded in connection with the windfall from stock-based awards that vested during the six months ended October 31, 2023 was less than the benefit recorded in connection with the windfall from stock-based awards that vested in the six months ended October 31, 2022. The windfall is the amount by which the Company's tax deduction for these awards, based on the fair market value of the awards on the date of vesting, is greater than the expense recorded in the Company's financial statements over the awards' vesting period.

### 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 consolidated results of operations. Net income attributable to noncontrolling interest for the six months ended October 31, 2023 was $2.3 million, as compared to $2.4 million in the six months ended October 31, 2022.

### 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 Amended Credit Agreement (defined below), 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 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 Amended 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 October 31, 2023, the fair value of the Notes was $365.5 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.

On June 24, 2022, we entered into an amendment (the "Amendment") to our December 16, 2019 Credit Agreement (the "Credit Agreement"; as amended by the Amendment, the “Amended Credit Agreement”) with the lenders party thereto and Bank of America, National Association as administrative agent, to, among other things (i) extend the existing maturity date of the revolving facility to June 24, 2027, (ii) provide for a new delayed draw term loan facility as described below, (iii) replace the London interbank offered rate with Term SOFR, and (iv) replace the existing financial covenants with financial covenants described below. The Amended Credit Agreement provides for five-year senior secured credit facilities in an aggregate amount of $1,150 million comprised of a $650.0 million revolving credit facility (the “Revolver”) and a $500 million delayed draw term loan facility with the delayed draw having expired on June 23, 2023 (the “Delayed Draw Facility”, and together with the Revolver, the “Credit Facilities”). The Amended 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 $250 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00. See Note 11 —*Long-Term Debt* for a further description of the Amended Credit Agreement. The Company has a total of $645.4 million and $1,145.4 million available under the Credit Facilities after $4.6 million and $4.6 million of standby letters of credit have been issued as of October 31, 2023 and April 30, 2023. Of the amount available under the Credit Facilities as of April 30, 2023, $500.0 million was under the Delayed Draw Facility that expired on June 24, 2023. The Company had a total of $10.8 million and $11.5 million of standby letters with other financial institutions as of October 31, 2023 and April 30, 2023, 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. The Amended Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Amended Credit Agreement, our total funded debt to adjusted EBITDA ratio (as set forth in the Amended 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 covenant. Furthermore, our Notes allow us to pay $25 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.

On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of approximately $300 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $318 million. The Company repurchased approximately $8.6 million and $55.5 million of the Company’s stock during the six months ended October 31, 2023 and 2022, respectively. As of October 31, 2023, $226.7 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 Amended 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 Amended 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 Amended Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.

Cash and cash equivalents and marketable securities were $843.8 million and $1,067.9 million as of October 31, 2023 and April 30, 2023, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and marketable securities were $464.0 million and $488.2 million at October 31, 2023 and April 30, 2023, respectively. As of October 31, 2023 and April 30, 2023, we held $334.1 million and $395.2 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 October 31, 2023 and April 30, 2023, marketable securities of $223.0 million and $223.9 million, respectively, included equity securities of $193.4 million (net of gross unrealized gains of $7.4 million and gross unrealized losses of $6.2 million) and $187.8 million (net of gross unrealized gains of $9.5 million and gross unrealized losses of $8.7 million), respectively, were held in trust for settlement of our obligations under certain deferred compensation plans, of which $183.3 million and $176.1 million, respectively, are classified as non-current. These marketable securities were held to satisfy vested obligations totaling $177.8 million and $172.2 million as of October 31, 2023 and April 30, 2023, respectively. Unvested obligations under the deferred compensation plans totaled $21.4 million and $21.9 million as of October 31, 2023 and April 30, 2023, respectively.

The net decrease in our working capital of $5.0 million as of October 31, 2023 compared to April 30, 2023 is primarily attributable to decreases in cash and cash equivalents and marketable securities, partially offset by a decrease in compensation and benefits payable combined with an increase in account receivables. The decrease in cash and cash equivalents and compensation and benefits payable was primarily due to payments of annual bonuses earned in fiscal 2023 and paid during the first quarter of fiscal 2024. The increase in accounts receivable was due to an increase in days of sales outstanding, which went from 56 days to 65 days (which is consistent with historical experience) from April 30, 2023 to October 31, 2023. Cash used in operating activities was $141.9 million in the six months ended October 31, 2023, an increase of $43.2 million, compared to the cash used in operating activities of $98.7 million in the six months ended October 31, 2022.

Cash used in investing activities was $22.3 million in the six months ended October 31, 2023 compared to $150.2 million in the year-ago period. A decrease in cash used in investing activities was primarily due to $99.3 million in cash paid for the acquisition of Infinity Consulting Solutions in the six months ended October 31, 2022 compared to no acquisition in the six months ended October 31, 2023. Further contributing to this decrease was a decrease in the purchase of marketable securities of $22.5 million, $5.3 million less in the purchase of property and equipment and higher proceeds received from life insurance policies of $8.3 million during the six months ended October 31, 2023 compared to year-ago period. The decrease was partially offset by a decrease in proceeds received from sales/maturities of marketable securities of $7.5 million during the six months ended October 31,2023 compared to year-ago period.

Cash used in financing activities was $38.6 million in the six months ended October 31, 2023 compared to $96.1 million in the six months ended October 31, 2022. The decrease in cash used in financing activities was primarily due to decreases in repurchases of the Company’s common stock and cash used to repurchase shares of common stock to satisfy tax withholding requirements upon the vesting of restricted stock of $47.4 million and $11.5 million, respectively, in the six months ended October 31, 2023 compared to the year-ago period.

### 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 October 31, 2023 and April 30, 2023, we held contracts with gross cash surrender value of $279.2 million and $275.1 million, respectively. Total outstanding borrowings against the CSV of COLI contracts was $77.1 million as of both October 31, 2023 and April 30, 2023. Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At October 31, 2023 and April 30, 2023, the net cash surrender value of these policies was $202.1 million and $198.0 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 October 31, 2023.

### 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 October 31, 2023, as compared to those disclosed in our table of contractual obligations included in our Annual Report.

### 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 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 consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our consolidated financial statements. There have been no material changes in our critical accounting policies since the end of fiscal 2023.

## Market risk

As filed, 4,064 characters.

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 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 six months ended October 31, 2023 and 2022, we recorded foreign currency losses of $1.5 million and $0.2 million, respectively, in general and administrative expenses in the consolidated statements of operations.

Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving the following currencies — U.S. Dollar, Canadian Dollar, Pound Sterling, Euro, Swiss Franc, Polish Zloty, Danish Krone, Swedish Krona, Singapore Dollar, South Korea Won and Mexican Peso. Based on balances exposed to fluctuation in exchange rates between these currencies as of October 31, 2023, a 10% increase or decrease in the value of these currencies could result in a foreign exchange gain or loss of $11.3 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.*

### Interest Rate Risk

Our exposure to interest rate risk is limited to our Credit Facilities, borrowings against the CSV of COLI contracts and to a lesser extent our fixed income debt securities. As of October 31, 2023, there were no amounts outstanding under the Credit Facilities. At our option, loans issued under the Amended 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 Amended Credit Agreement may fluctuate between Term SOFR plus a SOFR adjustment of 0.10%, 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 Amended 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 Revolver, based upon our consolidated net leverage ratio at such time, a ticking fee of 0.20% per annum on the actual daily unused portion of the Delayed Draw Facility during the availability period of the Delayed Draw Facility (the availability of this facility expired on June 24, 2023), and fees relating to the issuance of letters of credit.

We had $77.1 million of borrowings against the CSV of COLI contracts as of both October 31, 2023 and April 30, 2023, 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.

## Controls and procedures

As filed, 1,047 characters.

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 (the “Exchange Act”)) were effective as of October 31, 2023.

b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting during the three months ended October 31, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

## Risk factors

As filed, 574 characters.

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.

Filed Dec 8, 2023.
Source: SEC EDGAR, the filing index for accession 0001628280-23-041146. Last ingested by Listed: Oct 30, 2026, 12:03 ET. No prices; not investment advice.