What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2020-12-09 compared with 2020-09-08 · 415 added, 215 removed, 193 unchanged (77% of the section changed)

3 unchanged sentences

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 as well as the expected benefits of the acquisition of Miller Heiman Group, AchieveForum and Strategy Execution (collectively, the “Acquired Companies”), the timing and expected benefits of our recently adopted restructuring plans and the magnitude and duration of the impact of the global (“COVID-19”) pandemic on our business, employees, customers and our ability to provide services in affected regions.

Similarly, statements that describe our objectives, plans or goals, the timing and expected benefits of our restructuring plans and the magnitude and duration of the impact of the global (“COVID-19”) pandemic on our business, employees, customers and our ability to provide services in affected regions.

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 the magnitude and duration of the negative impact of the COVID -19 outbreak on our business, employees, customers and our ability to provide services in affected regions, global and local political and or economic developments in or affecting countries where we have operations, competition, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, 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, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property (“IP”), our ability to enhance and develop new technology, 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, the impact of the withdrawal of the United Kingdom from the European Union, 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 the Acquired Companies , the ability to recognize the anticipated benefits of the acquisition of the Acquired Companies, the costs related to the acquisition of the Acquired Companies, our indebtedness, the phase-out of LIBOR, 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, 2020 (“Form 10-K”).

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 the magnitude and duration of the negative impact of the COVID -19 pandemic on our business, employees, customers and our ability to provide services in affected regions, global and local political and /or economic developments in or affecting countries where we have operations, competition, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, 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, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property (“IP”), our ability to enhance and develop new technology, 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, the impact of the United Kingdom’s withdrawal from the European Union, 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, our indebtedness, the phase-out of LIBOR, 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, 2020 (“Form 10-K”).

Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

25 unchanged sentences

Over the past year, we have invested in the digital business and harmonized the structure of our content and data, building a technology platform for the efficient delivery of these assets directly to an end consumer or indirectly through a consulting engagement.

These investments combined with the acquisitions of the Acquired Companies in November 2019 from TwentyEighty, Inc.

These investments combined with the acquisitions of Miller Heiman Group, AchieveForum and Strategy Execution (collectively, the “Acquired Companies”) in November 2019 from TwentyEighty, Inc.

for $108.6 million, resulted in a reassessment of how we managed our Advisory business.

13 unchanged sentences

The Impact of COVID-19

Initially, the negative business impact of the coronavirus outbreak was most pronounced in the Asia Pacific Region, and in particular China and Hong Kong.

In March 2020, COVID-19 was reported to have spread to over 100 countries, territories or areas, worldwide, and in the fourth quarter of fiscal 2020 the World Health Organization declared it a pandemic.

The negative business impact of the coronavirus outbreak was initially most pronounced in the Asia Pacific region.

During the first two quarters of fiscal 2021 the impact has been felt throughout all the geographical areas in which we do business.

Governments and companies have implemented social distancing - limiting either travel or in person individual or group face-to-face interaction as well as working from home to adhere to stay at home orders from national, state and city governments.

The outbreak has severely restricted the level of economic activity in affected areas and has had an adverse impact on demand for and sales of our products and services.

All of our business segments across all of our geographies have been impacted as fee revenue decreased significantly in the fourth quarter of fiscal 2020 and the first quarter of fiscal 2021 due to a decrease in demand as clients respond to the pandemic.

In light of the continuing uncertainty in worldwide economic conditions caused by

the COVID-19 pandemic and, as part of a broader program aimed at further enhancing our strong balance sheet and liquidity position, on April 20, 2020, we initiated a plan intended to adjust our cost base to the current economic environment and to position us to invest in the recovery.

This plan includes (i) a reduction in workforce, which was completed by the end of the first quarter of fiscal 202 1 and resulted in restructuring charges of $40.5 million and $27.5 million associated with severance during the three months ended April 30, 2020 and the three months ended July 31, 2020 , (ii) the temporary furlough of certain employees, (iii) subject to certain exceptions and legal requirements, salary reductions across the organization, and (iv) other cost saving measures relating to general and administrative expenses.

Such restrictions initially impacted our ability to provide our products and services to our clients with such impact lessening in the second quarter of fiscal 2021 as the world learned to work in different ways.

Further, the outbreak has restricted the level of economic activity in the areas in which we operate and has had an adverse impact on demand for and sales of our products and services.

All of our business segments

across all of our geographies have been impacted as fee revenue decreased in the fourth quarter of fiscal 2020 and further decreased in the first quarter of fiscal 2021 due to a decrease in demand as clients respond ed to the pandemic .

As a result of this and, as part of a broader program aimed at further enhancing our strong balance sheet and liquidity position, on April 20, 2020, we initiated a plan intended to adjust our cost base to the current economic environment and to position us to invest in the recovery.

This plan include d (i) a reduction in workforce, which was completed by the end of the first quarter of fiscal 202 1 and resulted in restructuring charges of $40.5 million and $2 9 .

9 million associated with severance during the three months ended April 30, 2020 and the six months ended October 31, 2020 , respectively, (ii) the temporary furlough of certain employees, (iii) subject to certain exceptions and legal requirements, salary reductions across the organization through December 31, 2020 , and (iv) other cost saving measures relating to general and administrative expenses .

In the second quarter of fiscal 2021, the Company saw business conditions improve substantially from where they were in the first quarter with fee revenues increasing 27% from the first quarter of fiscal 2021 to $435.4 million with all lines of business contributing to the improvement of fee revenue.

As such, no further restructuring actions were taken in the quarter.

With the sequential improvement in fee revenue and leveraging the restructured cost base, the Company experienced significantly better profitability in the three months ended October 31, 2020 compared to the first quarter of fiscal 2021.

As such, the Company made a decision to pay all colleagues their full salary for the second quarter of the Company’s 2021 fiscal year, including the reduced compensation to our named executive officers and the reduction in annual cash retainer for the non-executive members of our Board of Directors.

Employees and non-executive members of our Board of Directors will receive such payments on or before December 31, 2020, subject in each case to such employee’s or director’s continued employment or service with the Company until the date of payment.

While advances have been made in the science and societal and economic consequences of COVID-19, there remains significant uncertainty about the ultimate impact of COVID-19.

On the positive side, there have been several announcements around vaccines that have greater than 90% effectiveness.

In addition, the world has adopted new ways of working and interacting with substantial acceptance of business being conducted in a virtual world.

On the negative side, there are a number of unanswered questions regarding the capacity to manufacture the vaccines at scale as well as how they will be distributed and administered to the population at large.

Since the end of the second quarter of fiscal 2021, we are seeing governments impose additional restrictions on travel and activities, particularly in Europe and in the United States, as the number of COVID-19 cases and hospitalizations continue to increase, reaching all-time highs in the United States.

With the implementation of the plan discussed above and the improved business activity we experienced in the second quarter, we believe our costs are in line with our current revenue levels.

However, with the increase in COVID-19 cases and new restrictions being imposed, we cannot give assurance that the rate of increase in fee revenue during the three months ended October 31, 2020, will continue in the three months ended January 31, 2021.

Given the amount available from our current revolver and the amount of cash and cash equivalents and marketable securities net of amounts held in trust for deferred compensations and accrued bonuses, we believe that we have sufficient liquidity to meet our anticipated working capital, capital expenditures, general corporate requirements, repayment of the debt obligations and dividend payments under our dividend policy in the next 12 months.

Performance Highlights

1 unchanged sentence

To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other than temporary impairments of investments).

In the three months ended July 31, 2020, Adjusted EBITDA excluded $27.5 million of restructuring charges and $0.7 million of integration/acquisition costs.

In the six months ended October 31, 2020, Adjusted EBITDA excluded $29.9 million of restructuring charges and $0.7 million of integration/acquisition costs.

In the three months ended October 31, 2020, Adjusted EBITDA excluded $2.4 million in restructuring charges, net.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures.

4 unchanged sentences

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 from EBITDA to arrive at Adjusted EBITDA.

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 from EBITDA to arrive at Adjusted EBITDA.

Management further believes that 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 $344.1 million during the three months ended July 31, 2020, a decrease of $140.4 million, or 29%, compared to $484.5 million in the three months ended July 31, 2019 with decreases in fee revenue in all business segments due to the reductions in demand for our products and services as a result of COVID-19.

Exchange rates unfavorably impacted fee revenue by $8.1 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

During the three months ended July 31, 2020, we recorded an operating loss of $43.8 million with the Corporate, Executive Search, Consulting and Digital segments contributing expenses of $20.1 million, $12.3 million, $10.9 million and $2.6 million, respectively, offset by operating income from the RPO & Professional Search segment of $2.2 million.

Net loss attributable to Korn Ferry in the three months ended July 31, 2020 was $30.8 million, a decrease of $73.8 million as compared to net income attributable to Korn Ferry of $43.0 million in the year-ago quarter.

Adjusted EBITDA in the three months ended July 31, 2020 was $10.6 million, a decrease of $64.3 million as compared to $74.9 million in the year-ago quarter.

During the three months ended July 31, 2020, the Executive Search, Digital, Consulting, and RPO & Professional Search segments contributed $8.1 million, $7.9 million, $6.6 million, and $6.0 million, respectively, offset by Corporate expenses net of other income of $18.0 million.

Our cash, cash equivalents and marketable securities decreased by $130.3 million to $733.0 million at July 31, 2020, compared to $863.3 million at April 30, 2020.

This decrease was mainly due to annual bonuses earned in fiscal 2020 and paid during the first quarter of fiscal 2021, retention payments, capital expenditures, our first semi-annual interest payment on the $400 million senior notes and dividends paid to stockholders during the three months ended July 31, 2020.

As of July 31, 2020, we held marketable securities to settle obligations under our Executive Capital Accumulation Plan (“ECAP”) with a cost value of $143.3 million and a fair value of $151.8 million.

Our vested obligations for which these assets were held in trust totaled $137.4 million as of July 31, 2020 and our unvested obligations totaled $24.1 million.

Our working capital decreased by $10.9 million to $602.0 million as of July 31, 2020, as compared to $612.9 million at April 30, 2020.

Fee revenue was $435.4 million during the three months ended October 31, 2020, a decrease of $57.0 million, or 12%, compared to $492.4 million in the three months ended October 31, 2019 with decreases in fee revenue across Executive Search, Consulting and RPO and Professional Search due to a decline in demand for our products and services as a result of COVID-19, partially offset by an increase in fee revenue in Digital due to the Acquired Companies, which were acquired on November 1, 2019.

Exchange rates favorably impacted fee revenue by $4.9 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

During the three months ended October 31, 2020, we recorded an operating income of $48.2 million with the Executive Search, Digital, Consulting and RPO & Professional Search segments contributing income of $25.6 million, $15.8 million, $14.6 million and $12.5 million, respectively, partially offset by Corporate expenses of $20.4 million.

Net income attributable to Korn Ferry in the three months ended October 31, 2020 was $27.8 million, a decrease of $15.0 million as compared to net income attributable to Korn Ferry of $42.8 million in the year-ago quarter.

Adjusted EBITDA in the three months ended October 31, 2020 was $66.2 million, a decrease of $12.1 million as compared to $78.3 million in the year-ago quarter.

During the three months ended October 31, 2020, the Executive Search, Digital, Consulting, and RPO & Professional Search segments contributed $28.2 million, $23.1 million, $20.2 million and $13.8 million, respectively, partially offset by Corporate expenses net of other income of $19.1 million.

Our cash, cash equivalents and marketable securities decreased by $115.8 million to $747.5 million at October 31, 2020, compared to $863.3 million at April 30, 2020.

As of October 31, 2020, we held marketable securities to settle obligations under our Executive Capital Accumulation Plan (“ECAP”) with a cost value of $145.8 million and a fair value of $154.1 million.

Our vested obligations for which these assets were held in trust totaled $133.8 million as of October 31, 2020 and our unvested obligations totaled $24.4 million.

Our working capital decreased by $0.9 million to $612.0 million as of October 31, 2020, as compared to $612.9 million at April 30, 2020.

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 the debt obligations and dividend payments under our dividend policy in the next 12 months.

We had $646.0 million available for borrowing under our

current r evolver at July 31, 2020 and April 30, 2020 .

As of July 31, 2020 and April 30, 2020 , there was $4.0 million of standby letters of credit issued, under our credit agreement.

We had a total of $11.

5 million and $ 11 .

3 million of standby letters of credits with other financial institutions as of July 31, 2020 and April 30, 2020 , respectively .

We had $646.0 million available for borrowing under our current revolver at October 31, 2020 and April 30, 2020.

As of October 31, 2020 and April 30, 2020, there was $4.0 million of standby letters of credit issued, under our credit agreement.

We had a total of $10.1 million and $11.3 million of standby letters of credits with other financial institutions as of October 31, 2020 and April 30, 2020, respectively .

Results of Operations

2 unchanged sentences

Three Months Ended

Six Months Ended

Reimbursed out-of-pocket engagement expenses

6 unchanged sentences

Restructuring charges, net

Operating (loss) income

Net (loss) income

Net (loss) income attributable to Korn Ferry

Operating income

Net income (loss)

Net income (loss) attributable to Korn Ferry

The following tables summarize the results of our operations by segment:

1 unchanged sentence

Three Months Ended

Six Months Ended

(dollars in thousands)

10 unchanged sentences

Three Months Ended

Six Months Ended

(dollars in thousands)

Operating (loss) income

Operating income (loss)

Consulting (2)

4 unchanged sentences

RPO & Professional Search

Total operating (loss) income

Total operating income

Margin calculated as a percentage of fee revenue by segment.

The Consulting and Digital segment data for fiscal 2020 has been recast to reflect the division of the former Advisory segment into the Consulting and Digital segments .

Three Months Ended July 31, 2020

Three Months Ended October 31, 2020

Executive Search

1 unchanged sentence

Total revenue

Net loss attributable to Korn Ferry

Net loss attributable to noncontrolling interest

Net income attributable to Korn Ferry

Net income attributable to noncontrolling interest

Other income net

Interest expense, net

Income tax benefit

Operating (loss) income

Income tax provision

Operating income (loss)

Depreciation and amortization

Other income (loss), net

Restructuring, charges, net

Adjusted EBITDA

Operating margin

Adjusted EBITDA margin

Three Months Ended October 31, 2019

Executive Search

Consulting (1)

(in thousands)

Total revenue

Net income attributable to Korn Ferry

Net income attributable to noncontrolling interest

Other income, net

Interest expense, net

Income tax provision

Operating income (loss)

Depreciation and amortization

Other income (loss), net

Integration/acquisition costs

Adjusted EBITDA

Operating margin

Adjusted EBITDA margin

Six Months Ended October 31, 2020

Executive Search

(in thousands)

Total revenue

Net loss attributable to Korn Ferry

Net income attributable to noncontrolling interest

Other income, net

Interest expense, net

Income tax provision

Operating income (loss)

Depreciation and amortization

Other income (loss), net

Integration/acquisition costs

Restructuring charges, net

2 unchanged sentences

Adjusted EBITDA margin

Three Months Ended July 31, 2019

Six Months Ended October 31, 2019

Executive Search

10 unchanged sentences

Other income (loss), net

EBITDA and Adjusted EBITDA

Integration/acquisition costs

Adjusted EBITDA

Operating margin

EBITDA and Adjusted EBITDA margin

Adjusted EBITDA margin

The Consulting and Digital segment data for fiscal 2020 has been recast to reflect the division of the former Advisory segment into the Consulting and Digital segments.

Three Months Ended July 31, 2020 Compared to Three Months Ended July 31, 2019

Three Months Ended October 31, 2020 Compared to Three Months Ended October 31, 2019

During fiscal 2020, the Company changed the composition of its global segments.

1 unchanged sentence

Segment data for fiscal 2020 has been recast to reflect the division of the Advisory segment into the Consulting and Digital segments.

Fee revenue decreased by $140.4 million, or 29%, to $344.1 million in the three months ended July 31, 2020 compared to $484.5 million in the year-ago quarter.

Exchange rates unfavorably impacted fee revenue by $8.1 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The decrease in fee revenue across all our segments was primarily due to the impact of COVID-19 on economies in which we operate, reducing demand for our products and services.

Consulting reported fee revenue of $99.3 million, a decrease of $38.2 million, or 28%, in the three months ended July 31, 2020 compared to $137.5 million in the year-ago quarter.

Fee revenue decreased by $57.0 million, or 12%, to $435.4 million in the three months ended October 31, 2020 compared to $492.4 million in the year-ago quarter.

Exchange rates favorably impacted fee revenue by $4.9 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The decrease in fee revenue across Executive Search, Consulting and RPO and Professional Search was primarily due to the impact of COVID-19 on economies in which we operate, reducing demand for our products and services.

The decrease in fee revenue was partially offset by higher fee revenue in Digital due to the Acquired Companies, which were acquired on November 1, 2019.

Consulting reported fee revenue of $126.7 million, a decrease of $17.3 million, or 12%, in the three months ended October 31, 2020 compared to $144.0 million in the year-ago quarter.

The decrease in fee revenue was due to the contraction in economic activity due to the COVID-19 pandemic.

Exchange rates unfavorably impacted fee revenue by $2.7 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

Digital reported fee revenue of $56.0 million, a decrease of $2.0 million, or 3%, in the three months ended July 31, 2020 compared to $58.0 million in the year-ago quarter.

The decrease in fee revenue was due to the contraction in economic activity due to the COVID-19 pandemic, partially offset by fee revenue generated by the Acquired Companies.

Exchange rates unfavorably impacted fee revenue by $1.1 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

Exchange rates favorably impacted fee revenue by $1.4 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

Digital reported fee revenue of $75.0 million, an increase of $9.3 million, or 14%, in the three months ended October 31, 2020 compared to $65.7 million in the year-ago quarter.

The increase in fee revenue was due to fee revenue generated by the Acquired Companies, partially offset by the contraction in economic activity due to COVID-19.

Exchange rates favorably impacted fee revenue by $0.6 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

Executive Search.

Executive Search reported fee revenue of $120.1 million, a decrease of $73.1 million, or 38%, in the three months ended July 31, 2020 compared to $193.2 million in the year-ago quarter.

Exchange rates unfavorably impacted fee revenue by $2.6 million, or 1%, in the three months ended July 31, 2020 compared to the year-ago quarter.

As detailed below, Executive Search fee revenue was lower in all regions in the three months ended July 31, 2020 as compared to the year-ago quarter.

The decline in fee revenue was driven by decreases in fee revenue in all sectors due to a decrease in demand for our products and services as a result of the worldwide economic downturn associated with COVID-19 with industrial, consumer, technology and financial services having the greatest impact.

North America reported fee revenue of $69.3 million, a decrease of $42.4 million, or 38%, in the three months ended July 31, 2020 compared to $111.7 million in the year-ago quarter.

The decrease in fee revenue was due to a 30% decrease in the number of engagements billed and an 11% decrease in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended July 31, 2020 compared to the year-ago quarter.

EMEA reported fee revenue of $30.1 million, a decrease of $16.4 million, or 35%, in the three months ended July 31, 2020 compared to $46.5 million in the year-ago quarter.

The decrease in fee revenue was due to a 27% decrease in the number of engagements billed and an 11% decrease in the weighted-average fee billed per engagement (calculated using local

currency) during the three months ended July 31, 2020 compared to the year-ago quarter.

Pe rformance in the United Kingdom, Germany and France were the primary contributors to the decrease in fee revenue in the three months ended July 31, 2020 compared to the year-ago quarter.

Asia Pacific reported fee revenue of $17.3 million, a decrease of $10.1 million, or 37%, in the three months ended July 31, 2020 compared to $27.4 million in the year-ago quarter.

The decrease in fee revenue was due to a 31% decrease in the number of engagements billed and a 6% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the three months ended July 31, 2020 compared to the year-ago quarter.

The performance in Australia, China, and Singapore were the primary contributors to the decrease in fee revenue in the three months ended July 31, 2020 compared to the year-ago quarter.

Latin America reported fee revenue of $3.5 million, a decrease of $4.1 million, or 54%, in the three months ended July 31, 2020 compared to $7.6 million in the year-ago quarter.

Exchange rates unfavorably impacted fee revenue by $1.4 million, or 18%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The decrease in fee revenue in the region was due to lower fee revenue in Brazil and Mexico in the three months ended July 31, 2020 compared to the year-ago quarter.

Executive Search reported fee revenue of $148.1 million, a decrease of $39.8 million, or 21%, in the three months ended October 31, 2020 compared to $187.9 million in the year-ago quarter.

Exchange rates favorably impacted fee revenue by $1.6 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

As detailed below, Executive Search fee revenue was lower in all regions in the three months ended October 31, 2020 as compared to the year-ago quarter.

The decline in fee revenue was driven by decreases in fee revenue in all sectors due to a decrease in demand for our products and services as a result of the worldwide economic downturn associated with COVID-19 with industrial, consumer, financial services and technology having the greatest impact.

North America reported fee revenue of $91.2 million, a decrease of $22.6 million, or 20%, in the three months ended October 31, 2020 compared to $113.8 million in the year-ago quarter.

The decrease in fee revenue was due to a 15% decrease in the number of engagements billed and a 6% decrease in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended October 31, 2020 compared to the year-ago quarter.

EMEA reported fee revenue of $31.6 million, a decrease of $8.2 million, or 21%, in the three months ended October 31, 2020 compared to $39.8 million in the year-ago quarter.

The decrease in fee revenue was due to a 20% decrease in the number of engagements billed and a 6% decrease in the weighted-average fee billed per engagement (calculated using local currency)

during the three months ended October 31, 2020 compared to the year-ago quarter.

Exchange rates favorably impacted fee revenue by $2.3 million, or 6%, in the three months ended October 31, 2020 compared to the year-ago quarter.

Pe rformance in the United Kingdom, Germany , United Arab Emirates and Netherlands were the primary contributors to the decrease in fee revenue in the three months ended October 31, 2020 compared to the year-ago quarter.

Asia Pacific reported fee revenue of $20.8 million, a decrease of $5.1 million, or 20%, in the three months ended October 31, 2020 compared to $25.9 million in the year-ago quarter.

The decrease in fee revenue was due to a 20% decrease in the number of engagements billed and a 2% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the three months ended October 31, 2020 compared to the year-ago quarter.

Exchange rates favorably impacted fee revenue by $0.5 million, or 2%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The performance in Australia, Singapore and Hong Kong were the primary contributors to the decrease in fee revenue in the three months ended October 31, 2020 compared to the year-ago quarter.

Latin America reported fee revenue of $4.5 million, a decrease of $3.8 million, or 46%, in the three months ended October 31, 2020 compared to $8.3 million in the year-ago quarter.

Exchange rates unfavorably impacted fee revenue by $1.2 million, or 14%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The decrease in fee revenue in the region was due to lower fee revenue in Mexico, Chile, Peru and Brazil in the three months ended October 31, 2020 compared to the year-ago quarter.

RPO & Professional Search.

RPO & Professional Search reported fee revenue of $68.7 million, a decrease of $27.1 million, or 28%, in the three months ended July 31, 2020 compared to $95.8 million in the year-ago quarter.

Exchange rates unfavorably impacted fee revenue by $1.7 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

RPO & Professional Search reported fee revenue of $85.7 million, a decrease of $9.1 million, or 10%, in the three months ended October 31, 2020 compared to $94.8 million in the year-ago quarter.

Exchange rates favorably impacted fee revenue by $1.4 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The decrease in fee revenue was due to the worldwide downturn associated with COVID-19 that resulted in lower fee revenues in Professional Search of $7.7 million and RPO of $1.4 million.

Compensation and Benefits

Compensation and benefits expense decreased $44.5 million, or 14%, to $284.0 million in the three months ended July 31, 2020 from $328.5 million in the year-ago quarter.

Exchange rates favorably impacted compensation and benefits by $5.2 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The decrease in compensation and benefits expense was primarily due to lower salaries and related payroll taxes and lower employer insurance due to an 11% decrease in average headcount and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by increases in performance-related bonus expense and amounts owed under certain deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts in the three months ended July 31, 2020 compared to the year-ago quarter.

Consulting compensation and benefits expense decreased by $15.6 million, or 17%, to $76.9 million in the three months ended July 31, 2020 from $92.5 million in the year-ago quarter.

Exchange rates favorably impacted compensation and benefits by $1.8 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to a 19% decrease in average headcount, partially offset by an increase in performance-related bonus expense in the three months ended July 31, 2020 compared to the year-ago quarter.

Consulting compensation and benefits expense, as a percentage of fee revenue, increased to 77% in the three months ended July 31, 2020 from 67% in the year-ago quarter.

Digital compensation and benefits expense increased by $4.9 million, or 16% to $35.9 million in the three months ended July 31, 2020 from $31.0 million in the year-ago quarter.

Exchange rates favorably impacted compensation and benefits by $0.6 million, or 2% in the three months ended July 31, 2020 compared to the year-ago quarter.

The increase in compensation and benefits expense was due to increases in performance-related bonus expense and salaries and related payroll taxes due to an increase in average headcount of 12% driven by the acquisition of the Acquired Companies.

Digital compensation and benefits expense, as a percentage of fee revenue, increased to 64% in the three months ended July 31, 2020 from 54% in the year-ago quarter.

Executive Search compensation and benefits expense decreased by $17.8 million, or 14%, to $107.1 million in the three months ended July 31, 2020 from $124.9 million in the year-ago quarter.

Exchange rates favorably impacted compensation and benefits by $1.7 million, or 1%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to an 18% decrease in average headcount as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by an increase in expenses associated with our deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts in the three months ended July 31, 2020 compared to the year-ago quarter.

Executive Search compensation and benefits expense, as a percentage of fee revenue, increased to 89% in the three months ended July 31, 2020 from 65% in the year-ago quarter.

RPO & Professional Search compensation and benefits expense decreased by $14.0 million, or 20%, to $54.7 million in the three months ended July 31, 2020 from $68.7 million in the year-ago quarter.

Exchange rates favorably impacted compensation and benefits by $1.1 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The de crease was due to lower salaries and related payroll taxes and employer insurance due to a 7 % de crease in the average headcount in the three months ended July 31, 2020 compared to the year-ago quarter and a decrease in the use contractors as a result of actions taken to align our cost structure with the lower level of business demand.

RPO & Professional Search compensation and benefits expense, as a percentage of fee revenue, increased to 80% in the three months ended July 31, 2020 from 72% in the year-ago quarter.

Corporate compensation and benefits expense decreased by $1.8 million, or 16%, to $9.5 million in the three months ended July 31, 2020 from $11.3 million in the year-ago quarter.

The decrease was due to lower salaries and related payroll taxes due to a 14% decrease in the average headcount in the three months ended July 31, 2020 compared to the year-ago quarter.

Compensation and benefits expense decreased $30.2 million, or 9%, to $307.2 million in the three months ended October 31, 2020 from $337.4 million in the year-ago quarter.

Exchange rates unfavorably impacted compensation and benefits by $3.2 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The decrease in compensation and benefits expense was primarily due to lower salaries and related payroll taxes and employer insurance due to a 16% decrease in average headcount and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by increases in performance-related bonus expense in the three months ended October 31, 2020 compared to the year-ago quarter.

Consulting compensation and benefits expense decreased by $12.1 million, or 12%, to $88.0 million in the three months ended October 31, 2020 from $100.1 million in the year-ago quarter.

Exchange rates unfavorably impacted compensation and benefits by $0.9 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to a 23% decrease in average headcount, partially offset by an increase in performance-related bonus expense in the three months ended October 31, 2020 compared to the year-ago quarter.

Consulting compensation and benefits expense, as a percentage of fee revenue, decreased to 69% in the three months ended October 31, 2020 from 70% in the year-ago quarter.

Digital compensation and benefits expense increased by $4.8 million, or 14%, to $39.0 million in the three months ended October 31, 2020 from $34.2 million in the year-ago quarter.

Exchange rates unfavorably impacted compensation and benefits by $0.3 million, or 1% in the three months ended October 31, 2020 compared to the year-ago quarter.

The increase in compensation and benefits expense was due to higher salaries and related payroll taxes and commissions expense due to an increase in average headcount of 4% driven by the acquisition of the Acquired Companies.

Digital compensation and benefits expense, as a percentage of fee revenue, was 52% for both the three months ended October 31, 2020 and 2019.

Executive Search compensation and benefits expense decreased by $17.5 million, or 14%, to $106.7 million in the three months ended October 31, 2020 from $124.2 million in the year-ago quarter.

Exchange rates unfavorably impacted compensation and benefits by $0.8 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to a 23% decrease in average headcount as a result of actions taken to align our cost structure with the lower level of business demand in the three months ended October 31, 2020 compared to the year-ago quarter.

The rest of the change was due to a decrease in performance-related bonus expense, partially offset by an increase in severance expense in the three months ended October 31, 2020 compared to the year-ago quarter.

Executive Search compensation and benefits expense, as a percentage of fee revenue, increased to 72% in the three months ended October 31, 2020 from 66% in the year-ago quarter.

RPO & Professional Search compensation and benefits expense decreased by $4.6 million, or 7%, to $62.7 million in the three months ended October 31, 2020 from $67.3 million in the year-ago quarter.

Exchange rates unfavorably impacted

compensation and benefits by $1.2 million, or 2% , in the three months ended October 31, 2020 compared to the year-ago quarter.

The de crease was due to lower salaries and related payroll taxes and employer insurance due to a 15 % de crease in the average headcount in the three months ended October 31, 2020 compared to the year-ago quarter and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by increases in performance-related bonus expense in the three months ended October 31, 2020 compared to the year-ago quarter.

RPO & Professional Search compensation and benefits expense, as a percentage of fee revenue, increased to 73% in the three months ended October 31, 2020 from 71% in the year-ago quarter.

Corporate compensation and benefits expense decreased by $0.7 million, or 6%, to $10.8 million in the three months ended October 31, 2020 from $11.5 million in the year-ago quarter.

The decrease was due to lower salaries and related payroll taxes due to a 10% decrease in the average headcount in the three months ended October 31, 2020 compared to the year-ago quarter.

General and Administrative Expenses

General and administrative expenses decreased $18.7 million, or 28%, to $47.1 million in the three months ended July 31, 2020 from $65.8 million in the year-ago quarter.

Exchange rates favorably impacted general and administrative expenses by $1.3 million, or 2%, in the three months ended July 31, 2020 compared to the year-ago quarter.

The decrease in general and administrative expenses was due to lower marketing and business development expenses, premise and office expenses, legal and professional fees and travel related expenses as a result of actions taken to align our cost structure with the lower level of business demand.

General and administrative expenses, as a percentage of fee revenue, was 14% in both the three months ended July 31, 2020 and 2019.

Consulting general and administrative expenses decreased by $5.9 million, or 33%, to $11.8 million in the three months ended July 31, 2020 compared to $17.7 million in the year-ago quarter.

The decrease was mainly due to decreases in marketing and business development expenses, premise and office expenses and travel related expenses as a result of actions taken to align our cost structure with the lower level of business demand.

Consulting general and administrative expenses, as a percentage of fee revenue, decreased to 12% in the three months ended July 31, 2020 from 13% in the year-ago quarter.

Digital general and administrative expenses was $7.3 million in the three months ended July 31, 2020 compared to $7.4 million in the year-ago quarter, essentially flat.

Digital general and administrative expenses, as a percentage of fee revenue, was 13% for both the three months ended July 31, 2020 and 2019.

Executive Search general and administrative expenses decreased by $6.4 million, or 32%, to $13.5 million, in the three months ended July 31, 2020 compared to $19.9 million in the year-ago quarter.

General and administrative expenses decreased $15.5 million, or 25%, to $46.5 million in the three months ended October 31, 2020 from $62.0 million in the year-ago quarter.

Exchange rates unfavorably impacted general and administrative expenses by $0.7 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

General and administrative expenses, as a percentage of fee revenue, was 11% in the three months ended October 31, 2020 compared to 13% in the year-ago quarter.

Consulting general and administrative expenses decreased by $5.6 million, or 31%, to $12.5 million in the three months ended October 31, 2020 compared to $18.1 million in the year-ago quarter.

The decrease was mainly due to decreases in marketing and business development expenses and premise and office expenses because of actions taken to align our cost structure with the lower level of business demand.

Consulting general and administrative expenses, as a percentage of fee revenue, decreased to 10% in the three months ended October 31, 2020 from 13% in the year-ago quarter.

Digital general and administrative expenses was $7.4 million in the three months ended October 31, 2020 compared to $7.3 million in the year-ago quarter, essentially flat.

Digital general and administrative expenses, as a percentage of fee revenue, decreased to 10% in the three months ended October 31, 2020 from 11% in the year-ago quarter.

Executive Search general and administrative expenses decreased by $6.6 million, or 35%, to $12.3 million, in the three months ended October 31, 2020 compared to $18.9 million in the year-ago quarter.

Executive Search general and administrative expenses, as a percentage of fee revenue, increased to 11% in the three months ended July 31, 2020 from 10% in the year-ago quarter.

RPO & Professional Search general and administrative expenses decreased by $2.0 million, or 26%, to $5.7 million in the three months ended July 31, 2020 compared to $7.7 million in the year-ago quarter.

The decrease was primarily due to lower travel related expenses and decreases in marketing and business development expenses and premise and office expenses due to working from home plans in place and restrictions on employee travel.

RPO & Professional Search general and administrative expenses, as a percentage of fee revenue, was 8% for both the three months ended July 31, 2020 and 2019.

Corporate general and administrative expenses decreased $4.3 million, or 33%, to $8.8 million in the three months ended July 31, 2020 compared to $13.1 million in the year-ago quarter.

The decrease was primarily due to a decrease in legal and professional fees and lower marketing and business development expenses during the three months ended July 31, 2020 compared to the year-ago quarter.

Executive Search general and administrative expenses, as a percentage of fee revenue, decreased to 8% in the three months ended October 31, 2020 from 10% in the year-ago quarter.

RPO & Professional Search general and administrative expenses decreased by $1.7 million, or 21%, to $6.5 million in the three months ended October 31, 2020 compared to $8.2 million in the year-ago quarter.

The decrease was primarily due to decreases in marketing and business development expenses and lower travel related expenses due to working from home plans in place and restrictions on employee travel.

RPO & Professional Search general and administrative expenses, as a percentage of fee revenue, decreased to 8% in the three months ended October 31, 2020 from 9% in the year-ago quarter.

Corporate general and administrative expenses decreased by $1.7 million, or 18%, to $7.9 million in the three months ended October 31, 2020 compared to $9.6 million in the year-ago quarter.

The decrease was primarily due to decreases in integration and acquisition costs, partially offset by foreign currency losses incurred in the three months ended October 31, 2020 compared to foreign currency gains in the year-ago quarter.

Cost of Services Expense

Cost of services expense consists primarily of contractor and product costs related to the delivery of various services and products, primarily in RPO & Professional Search, Consulting and Digital.

Cost of services expense decreased by $2.8 million, or 16% to $14.3 million in the three months ended July 31, 2020 compared to $17.1 million in the year-ago quarter.

Cost of services expense decreased by $2.5 million, or 14% to $15.9 million in the three months ended October 31, 2020 compared to $18.4 million in the year-ago quarter.

The decrease was due to the overall decline in fee revenue.

Cost of services expense, as a percentage of fee revenue, was 4% in both the three months ended October 31, 2020 and 2019.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $15.3 million, an increase of $2.6 million, or 20%, in the three months ended October 31, 2020 compared to $12.7 million in the year-ago quarter.

The increase was primarily from the Digital segment due

to the acquisition of the Acquired Companies and technology investments made in the current and prior year in software and computer equipment.

Restructuring Charges, Net

In April 2020, we implemented a restructuring plan in response to the uncertainty caused by COVID-19 that resulted in reductions in our workforce in the fourth quarter of fiscal 2020.

We continued the implementation of this plan in the first quarter of fiscal 2021 and made adjustments to previously recorded restructuring accruals in the second quarter of fiscal 2021, and this resulted in restructuring charges of $2.4 million of severance costs during the three months ended October 31, 2020.

There were no restructuring charges, net during the three months ended October 31, 2019.

Operating Income

Operating income was $48.2 million in the three months ended October 31, 2020, a decrease of $13.7 million, or 22%, as compared to $61.9 million in the year-ago quarter.

The decrease in operating income was primarily driven by a decrease in fee revenue due to the decrease in demand for our products and services as a result of the COVID-19 pandemic and an increase in restructuring charges, net, partially offset by decreases in compensation and benefits expense and general and administrative expenses due to actions taken to align our cost structure with the lower level of business demand.

Consulting operating income was $14.6 million in the three months ended October 31, 2020, an increase of $4.8 million, or 49%, as compared to operating income of $9.8 million in the year-ago quarter.

The increase in Consulting operating income was mainly driven by decreases in compensation and benefits expense, cost of services expense and general and administrative expenses due to actions taken to align our cost structure with the lower level of business demand, partially offset by a decrease in fee revenue and an increase in restructuring charges, net incurred during the three months ended October 31, 2020 compared to the year-ago quarter.

Consulting operating income, as a percentage of fee revenue, was 12% and 7% in the three months ended October 31, 2020 and 2019, respectively.

Digital operating income was $15.8 million in the three months ended October 31, 2020, a decrease of $2.8 million, or 15%, as compared to operating income of $18.6 million in the year-ago quarter.

The decrease in Digital operating income was mainly driven by an increase in compensation and benefits expense, cost of services expense and depreciation and amortization expense, which increased due to the Acquired Companies, partially offset by an increase in fee revenue during the three months ended October 31, 2020 compared to the year-ago quarter.

Digital operating income, as a percentage of fee revenue, was 21% and 28% in the three months ended October 31, 2020 and 2019, respectively.

Executive Search operating income decreased $15.6 million, or 38% to $25.6 million in the three months ended October 31, 2020, as compared to operating income of $41.2 million in the year-ago quarter.

The decrease in Executive Search operating income was mainly driven by lower fee revenue incurred during the three months ended October 31, 2020 compared to the year-ago quarter.

These changes were partially offset by decreases in compensation and benefits expense and general and administrative expenses, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.

Executive Search operating income, as a percentage of fee revenue, was 17% and 22% in the three months ended October 31, 2020 and 2019, respectively.

RPO & Professional Search operating income was $12.5 million in the three months ended October 31, 2020, a decrease of $2.6 million, or 17% compared to $15.1 million in the year-ago quarter.

The decrease in operating income was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense and general and administrative expenses, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.

RPO & Professional Search operating income, as a percentage of fee revenue, was 15% in the three months ended October 31, 2020 compared to 16% in the year-ago quarter.

Net Income Attributable to Korn Ferry

Net income attributable to Korn Ferry decreased by $15.0 million, or 35% to $27.8 million in the three months ended October 31, 2020, as compared to a net income attributable to Korn Ferry of $42.8 million in the year-ago quarter.

Actions taken by various government and other authoritative bodies in response to the COVID-19 pandemic caused a severe contraction in economic activity during the quarter which translated into a decrease to fee revenue.

This decline in fee revenue and restructuring charges, net incurred in the three months ended October 31, 2020 were the main factors for the decrease in net income attributable to Korn Ferry.

This was partially offset by decreases in compensation and benefits expense and general and administrative expenses associated with actions taken to align our cost structure with the lower level of business demand.

Net income attributable to Korn Ferry, as a percentage of fee revenue, was 6% and 9% in the three months ended October 31, 2020 and 2019, respectively.

Adjusted EBITDA

Adjusted EBITDA decreased by $12.1 million, or 15%, to $66.2 million in the three months ended October 31, 2020 as compared to $78.3 million in the year-ago quarter.

The decrease in Adjusted EBITDA was driven by a decrease in fee revenue, partially offset by decreases in compensation and benefits expense, general and administrative expenses (excluding integration/acquisition costs) and cost of services expense due to actions taken to align our cost structure with the lower level of business demand.

Adjusted EBITDA, as a percentage of fee revenue, was 15% in the three months ended October 31, 2020 compared to 16% in the year-ago quarter.

Consulting Adjusted EBITDA was $20.2 million in the three months ended October 31, 2020, an increase of $5.6 million, or 38%, as compared to $14.6 million in the year-ago quarter.

This increase in Consulting Adjusted EBITDA was driven by decreases in compensation and benefits expense, general and administrative expenses and cost of services expense, partially offset by lower fee revenue.

Consulting Adjusted EBITDA, as a percentage of fee revenue, was 16% and 10% in the three months ended October 31, 2020 and 2019, respectively.

Digital Adjusted EBITDA was $23.1 million in the three months ended October 31, 2020, an increase of $0.7 million, or 3%, as compared to $22.4 million in the year-ago quarter.

This increase was mainly driven by higher fee revenue offset by increases in compensation and benefits expense and cost of services expense, during the three months ended October 31, 2020 compared to the year-ago quarter.

Digital Adjusted EBITDA, as a percentage of fee revenue, was 31% and 34% in the three months ended October 31, 2020 and 2019, respectively.

Executive Search Adjusted EBITDA decreased $15.8 million, or 36%, to $28.2 million in the three months ended October 31, 2020 as compared to $44.0 million in the year-ago quarter.

The decrease was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense and general and administrative expenses all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.

Executive Search Adjusted EBITDA, as a percentage of fee revenue, was 19% and 23% in the three months ended October 31, 2020 and 2019, respectively.

RPO & Professional Search Adjusted EBITDA was $13.8 million in the three months ended October 31, 2020, a decrease of $2.3 million, or 14%, as compared to $16.1 million in the year-ago quarter.

The decrease was mainly driven by lower fee revenue, offset by decreases in compensation and benefits expense, general and administrative expenses and cost of services expense all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.

RPO & Professional Search Adjusted EBITDA, as a percentage of fee revenue, was 16% and 17% in the three months ended October 31, 2020 and 2019, respectively.

Other Income, Net

Other income, net was $0.3 million in the three months ended October 31, 2020 compared to $1.1 million in the year-ago quarter.

The difference was primarily due to lower gains from the fair value of our marketable securities.

These gains were offset by the smaller increases in our deferred compensation liability that are recorded in compensation and benefits expense during the three months ended October 31, 2020 compared to the year-ago quarter.

Interest Expense, Net

Interest expense, net primarily relates to our 4.625% Senior Unsecured Notes due 2027 (the “Notes”) issued in December 2019, our prior credit agreement and borrowings under company-owned life insurance (“COLI”) policies, which are partially offset by interest earned on cash and cash equivalent balances.

Interest expense, net was $7.5 million in the three months ended October 31, 2020 compared to $4.2 million in the year-ago quarter.

The increase in interest expense, net was related to the Notes, which have a higher interest rate and a higher principal balance than the amount that was outstanding in the year-ago quarter under the revolver under our prior credit agreement.

Income Tax Provision

The provision for income tax was $12.9 million in the three months ended October 31, 2020, compared to $15.8 million in the year-ago quarter.

This reflects a 31.4% and 26.8% effective tax rate for the three months ended October 31, 2020 and 2019, respectively.

The variability in effective tax rate is primarily due to the impact of the jurisdictional mix of earnings.

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 a 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, 2020 was $0.3 million as compared to $0.2 million the three months ended October 31, 2019.

Six Months Ended October 31, 2020 Compared to Six Months Ended October 31, 2019

During fiscal 2020, the Company changed the composition of its global segments.

The Consulting and Digital segment were previously included in the former Advisory segment.

Segment data for fiscal 2020 has been recast to reflect the division of the Advisory segment into the Consulting and Digital segments.

Fee revenue decreased by $197.4 million, or 20%, to $779.5 million in the six months ended October 31, 2020 compared to $976.9 million in the year-ago period.

Exchange rates unfavorably impacted fee revenue by $3.3 million in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in fee revenue was partially offset by higher fee revenue in Digital due to the Acquired Companies, which were acquired on November 1, 2019.

Consulting reported fee revenue of $226.0 million, a decrease of $55.6 million, or 20%, in the six months ended October 31, 2020 compared to $281.6 million in the year-ago period.

The decrease in fee revenue was due to the contraction in economic activity due to the COVID-19 pandemic.

Exchange rates unfavorably impacted fee revenue by $1.4 million in the six months ended October 31, 2020 compared to the year-ago period.

Digital reported fee revenue of $131.0 million, an increase of $7.3 million, or 6%, in the six months ended October 31, 2020 compared to $123.7 million in the year-ago period.

The increase in fee revenue was due to fee revenue generated by the Acquired Companies.

Exchange rates unfavorably impacted fee revenue by $0.6 million in the six months ended October 31, 2020 compared to the year-ago period.

Executive Search.

Executive Search reported fee revenue of $268.2 million, a decrease of $112.9 million, or 30%, in the six months ended October 31, 2020 compared to $381.1 million in the year-ago period.

Exchange rates unfavorably impacted fee revenue by $0.9 million in the six months ended October 31, 2020 compared to the year-ago period.

As detailed below, Executive Search fee revenue was lower in all regions in the six months ended October 31, 2020 compared to the year-ago period.

The decline in fee revenue was driven by decreases in fee revenue in all sectors due to a decrease in demand for our products and services as a result of the worldwide economic downturn associated with COVID-19 with industrial, consumer, financial services, and technology having the greatest impact.

North America reported fee revenue of $160.5 million, a decrease of $65.0 million, or 29%, in the six months ended October 31, 2020 compared to $225.5 million in the year-ago period.

The decrease in fee revenue was due to a 22% decrease in the number of engagements billed and a 9% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the six months ended October 31, 2020 compared to the year-ago period.

EMEA reported fee revenue of $61.7 million, a decrease of $24.7 million, or 29%, in the six months ended October 31, 2020 compared to $86.4 million in the year-ago period.

The decrease in fee revenue was due to a 23% decrease in the number of engagements billed and a 10% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the six months ended October 31, 2020 compared to the year-ago period.

Exchange rates favorably impacted fee revenue by $2.2 million, or 3%, in the six months ended October 31, 2020 compared to the year-ago period.

Performance in the United Kingdom, Germany, France, United Arab Emirates and the Netherlands were the primary contributors to the decrease in fee revenue in the six months ended October 31, 2020 compared to the year-ago period.

Asia Pacific reported fee revenue of $38.1 million, a decrease of $15.2 million, or 29%, in the six months ended October 31, 2020 compared to $53.3 million in the year-ago period.

The decrease in fee revenue was due to a 24% decrease in the number of engagements billed and a 6% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the six months ended October 31, 2020 compared to the year-ago period.

The performance in Australia, Hong Kong, Singapore, and India were the primary contributors to the decrease in fee revenue in the six months ended October 31, 2020 compared to the year-ago period.

Latin America reported fee revenue of $8.0 million, a decrease of $7.9 million, or 50%, in the six months ended October 31, 2020 compared to $15.9 million in the year-ago period.

Exchange rates unfavorably impacted fee revenue by $2.6 million, or 16%, in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in fee revenue in the region was due to lower fee revenue in Mexico, Brazil, Peru and Chile in the six months ended October 31, 2020 compared to the year-ago period.

RPO & Professional Search.

RPO & Professional Search reported fee revenue of $154.3 million, a decrease of $36.3 million, or 19%, in the six months ended October 31, 2020 compared to $190.6 million in the year-ago period.

Exchange rates unfavorably impacted fee revenue by $0.4 million in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in fee revenue was due to the worldwide downturn associated with COVID-19 that resulted in lower fee revenues in Professional Search of $21.3 million and RPO of $15.0 million.

Compensation and Benefits

Compensation and benefits expense decreased by $74.7 million, or 11%, to $591.2 million in the six months ended October 31, 2020 from $665.9 million in the year-ago period.

Exchange rates favorably impacted compensation and benefits by $2.3 million in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in compensation and benefits expense was primarily due to lower salaries and related payroll taxes and a decrease in employer insurance due to an 11% decrease in average headcount and pay cuts implemented during the first quarter of fiscal 2021, and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by increases in performance-related bonus expense and amounts owed under certain deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts in the six months ended October 31, 2020 compared to the year-ago period.

Consulting compensation and benefits expense decreased by $27.8 million, or 14%, to $164.9 million in the six months ended October 31, 2020 from $192.7 million in the year-ago period.

Exchange rates favorably impacted compensation and benefits by $1.0 million, or 1%, in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to a 19% decrease in average headcount and pay cuts implemented during the first quarter of fiscal 2021, and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by an increase in performance-related bonus expense in the six months ended October 31, 2020 compared to the year-ago period.

Consulting compensation and benefits expense as a percentage of fee revenue increased to 73% in the six months ended October 31, 2020 from 68% in the year-ago period.

Digital compensation and benefits expense increased by $9.7 million, or 15%, to $74.9 million in the six months ended October 31, 2020 from $65.2 million in the year-ago period.

Exchange rates favorably impacted compensation and benefits by $0.3 million in the six months ended October 31, 2020 compared to the year-ago period.

The increase in compensation and benefits expense was due to increases in performance-related bonus expense, commission expense, and salaries and related payroll taxes due to an increase in average headcount of 11% driven by the acquisition of the Acquired Companies.

These changes were partially offset by a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

Digital compensation and benefits expense as a percentage of fee revenue increased to 57% in the six months ended October 31, 2020 from 53% in the year-ago period.

Executive Search compensation and benefits expense decreased by $35.4 million, or 14% to $213.8 million in the six months ended October 31, 2020 from $249.2 million in the year-ago period.

Exchange rates favorably impacted compensation and benefits by $0.8 million in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes, performance-related bonus expense, and employer insurance due to an 18% decrease in average headcount and pay cuts implemented during the first quarter of fiscal 2021, and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by an increase in expenses associated with our deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts in the six months ended October 31, 2020 compared to the year-ago period.

Executive Search compensation and benefits expense, as a percentage of fee revenue, increased to 80% in the six months ended October 31, 2020 from 65% in the year-ago period.

RPO & Professional Search compensation and benefits expense decreased by $18.6 million, or 14%, to $117.4 million in the six months ended October 31, 2020 from $136.0 million in the year-ago period.

The decrease was due to lower salaries and related payroll taxes and employer insurance due to a 9% decrease in the average headcount and pay cuts implemented during the first quarter of fiscal 2021 in the six months ended October 31, 2020 compared to the year-ago period and a decrease in the use contractors as a result of actions taken to align our cost structure with the lower level of business demand.

These changes were partially offset by an increase in performance-related bonus expense.

RPO & Professional Search compensation and benefits expense, as a percentage of fee revenue, increased to 76% in the six months ended October 31, 2020 from 71% in the year-ago period.

Corporate compensation and benefits expense decreased by $2.6 million, or 11%, to $20.2 million in the six months ended October 31, 2020 from $22.8 million in the year-ago period.

The decrease was due to lower salaries and related payroll taxes and performance-related bonus expense due to a 9% decrease in the average headcount and pay cuts implemented during the first quarter of fiscal 2021 in the six months ended October 31, 2020 compared to the year-ago period.

These changes were partially offset by an increase in expenses associated with our deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts.

General and Administrative Expenses

General and administrative expenses decreased by $34.2 million, or 27%, to $93.6 million in the six months ended October 31, 2020 compared to $127.8 million in the year-ago period.

Exchange rates favorably impacted general and administrative expenses by $0.6 million in the six months ended October 31, 2020 compared to the year-ago period.

The decrease in

general and administrative expenses was due to lower marketing and business development expenses , premise and office expenses , travel and related expenses and legal and professional fees as a result of actions taken to align our cost structure with the lower level of business demand and restrictions implemented by various governmental agencies due to COVID-19 .

General and administrative expenses, as a percentage of fee revenue, was 12% in the six months ended October 31, 2020 as compared to 13% in the six months ended October 31, 2019 .

Consulting general and administrative expenses decreased by $11.6 million, or 32%, to $24.2 million in the six months ended October 31, 2020 compared to $35.8 million in the year-ago period.

The decrease was mainly due to decreases in marketing and business development expenses, premise and office expenses and travel related expenses because of actions taken to align our cost structure with the lower level of business demand.

Consulting general and administrative expenses, as a percentage of fee revenue, was 11% in the six months ended October 31, 2020 as compared to 13% in the six months ended October 31, 2019.

Digital general and administrative expenses was $14.7 million in the six months ended October 31, 2020 compared to $14.6 million in the year-ago period, essentially flat.

Digital general and administrative expenses, as a percentage of fee revenue, was 11% in the six months ended October 31, 2020 as compared to 12% in the six months ended October 31, 2019.

Executive Search general and administrative expenses decreased by $12.9 million, or 33% to $25.8 million in the six months ended October 31, 2020 compared to $38.7 million in the year-ago period.

Executive Search general and administrative expenses, as a percentage of fee revenue, was 10% in both the six months ended October 31, 2020 and 2019.

RPO & Professional Search general and administrative expenses decreased by $3.8 million, or 24%, to $12.1 million in the six months ended October 31, 2020 compared to $15.9 million in the year-ago period.

The decrease was primarily due to lower travel related expenses due to working from home plans in place and restrictions on employee travel and a decrease in marketing and business development expenses.

RPO & Professional Search general and administrative expenses, as a percentage of fee revenue, was 8% in both the six months ended October 31, 2020 and 2019.

Corporate general and administrative expenses decreased by $6.0 million, or 26%, to $16.7 million in the six months ended October 31, 2020 compared to $22.7 million in the year-ago period.

The decrease was primarily due to decreases in legal and professional fees and integration and acquisition costs and lower marketing and business development expenses, partially offset by foreign currency losses during the six months ended October 31, 2020 compared to foreign currency gains recorded in the year-ago period.

Cost of Services Expense

Cost of services expense consists primarily of contractor and product costs related to the delivery of various services and products, primarily in RPO & Professional Search, Consulting and Digital.

Cost of services expense decreased by $5.3 million, or 15%, to $30.2 million in the six months ended October 31, 2020 compared to $35.5 million in the year-ago period.

The decrease was due to the decline in fee revenue.

Cost of services expense, as a percentage of fee revenue, was 4% in both the three months ended July 31, 2020 and 2019.

Cost of services expense, as a percentage of fee revenue, was 4% in both the six months ended October 31, 2020 and 2019.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $15.0 million, an increase of $2.2 million, or 17%, in the three months ended July 31, 2020 compared to $12.8 million in the year-ago quarter.

Depreciation and amortization expenses were $30.3 million, an increase of $4.8 million, or 19%, in the six months ended October 31, 2020 compared to $25.5 million in the year-ago period.

The increase was primarily from the Digital segment due to the acquisition of the Acquired Companies and technology investments made in the current and prior year in software and computer equipment.

1 unchanged sentence

In April 2020, we implemented a restructuring plan in response to the uncertainty caused by COVID-19 that resulted in reductions in our workforce in the fourth quarter of fiscal 2020.

As part of this plan, we continued to reduce our workforce during the first quarter of fiscal 2021 and recorded restructuring charges of $27.5 million of severance costs during the three months ended July 31, 2020.

There were no restructuring charges, net during the three months ended July 31, 2019.

Operating (Loss) Income

Operating loss was $43.8 million in the three months ended July 31, 2020, a decrease of $104.1 million, or 173%, as compared to operating income of $60.3 million in the year-ago quarter.

The change in operating (loss) income was primarily driven by a decrease in fee revenue due to the decrease in demand for our products and services as a result of the COVID-19 pandemic and an increase in restructuring charges, net, partially offset by decreases in compensation and benefits expense and general and administrative expenses due to actions taken to align our cost structure with the lower level of business demand.

Consulting operating loss was $10.9 million in the three months ended July 31, 2020, a decrease of $22.7 million, or 192%, as compared to operating income of $11.8 million in the year-ago quarter.

The change in Consulting operating (loss) income was mainly driven by a decrease in fee revenue and an increase in restructuring charges, net incurred during the three months ended July 31, 2020 compared to the year-ago quarter.

This was partially offset by decreases in compensation and benefits expense, cost of services expense and general and administrative expenses due to actions taken to align our cost structure with the lower level of business demand.

Consulting operating loss, as a percentage of fee revenue, was 11% in the three months ended July 31, 2020 compared to operating income, as a percentage of fee revenue, of 9% in the year-ago quarter.

Digital operating loss was $2.6 million in the three months ended July 31, 2020, a decrease of $16.6 million, or 119%, as compared to operating income of $14.0 million in the year-ago quarter.

The change in Digital operating (loss) income was mainly driven by a decrease in fee revenue and an increase in restructuring charges, net incurred during the three months ended July 31, 2020 compared to the year-ago quarter.

Also, contributing to the decline in operating income was an increase in compensation and benefits expense and cost of services expense, which increased due to the Acquired Companies.

These expenses were partially offset from the cost saving initiatives that were put in place.

Digital operating loss, as a percentage of fee revenue, was 5% in the three months ended July 31, 2020 compared to operating income, as a percentage of fee revenue, of 24% in the year-ago quarter.

Executive Search operating loss decreased $57.9 million, or 127% to $12.3 million in the three months ended July 31, 2020, as compared to operating income of $45.6 million in the year-ago quarter.

The change in Executive Search operating (loss) income was mainly driven by lower fee revenue and an increase in restructuring charges, net incurred during the three months ended July 31, 2020 compared to the year-ago quarter.

Executive Search operating loss, as a percentage of fee revenue, was 10% in the three months ended July 31, 2020 compared to operating income, as a percentage of fee revenue, of 24% in the year-ago quarter.

RPO & Professional Search operating income was $2.2 million in the three months ended July 31, 2020, a decrease of $12.8 million, or 85% compared to $15.0 million in the year-ago quarter.

The decrease in operating income was mainly driven by lower fee revenue and an increase in restructuring charges, net.

The decrease in operating income was partially offset by decreases in compensation and benefits expense and general and administrative expenses, all of which resulted from cost savings initiatives that were put in place.

RPO & Professional Search operating income, as a percentage of fee revenue, was 3% in the three months ended July 31, 2020 compared to 16% in the year-ago quarter.

We continued the implementation of this plan in fiscal 2021 and as a result recorded restructuring charges, net of $29.9 million of severance costs during the six months ended October 31, 2020.

There were no restructuring charges, net during the six months ended October 31, 2019.

Operating Income

Operating income was $4.4 million in the six months ended October 31, 2020, a decrease of $117.8 million, compared to operating income of $122.2 million in the year-ago period.

The change in operating income was primarily driven by a decrease in fee revenue due to the decrease in demand for our products and services as a result of the COVID-19 pandemic and an increase in restructuring charges, net, partially offset by decreases in compensation and benefits expense and general and administrative expenses due to actions taken to align our cost structure with the lower level of business demand.

Consulting operating income was $3.7 million in the six months ended October 31, 2020 , a decrease of $17.9 million , compared to operating income of $ 21.6 million in the year-ago period.

The change in Consulting operating income was mainly driven by a decrease in fee revenue and an increase in restructuring charges, net during the six months ended October 31, 2020 compared to the year-ago period.

This change was partially offset by decreases in compensation and benefits expense, general and administrative expenses and cost of services expense due to actions taken to align our cost structure with the lower level of business demand.

Consulting operating income, as a percentage of fee revenue, was 2% and 8% in the six months ended October 31, 2020 and 2019, respectively .

Digital operating income was $13.2 million in the six months ended October 31, 2020, a decrease of $19.4 million, or 60%, compared to operating income of $32.6 million in the year-ago period.

The change in Digital operating income was mainly driven by increases in compensation and benefits expense, cost of services expense and depreciation and amortization expenses, which increased due to the Acquired Companies.

Also contributing to the decrease in operating income was an increase in restructuring charges, net, partially offset by an increase in fee revenue during the six months ended October 31, 2020 compared to the year-ago period.

Digital operating income, as a percentage of fee revenue was 10% and 26% in the six months ended October 31, 2020 and 2019, respectively.

Executive Search operating income decreased by $73.6 million, or 85%, to $13.3 million in the six months ended October 31, 2020 compared to operating income of $86.9 million in the year-ago period.

The change in Executive Search operating income was mainly driven by lower fee revenue and an increase in restructuring charges, net during the six months ended October 31, 2020 compared to the year-ago period.

Executive Search operating income, as a percentage of fee revenue was 5% and 23% in the six months ended October 31, 2020 and 2019, respectively.

RPO & Professional Search operating income was $14.7 million, in the six months ended October 31, 2020, a decrease of $15.4 million, or 51% compared to $30.1 million in the year-ago period.

The decrease in operating income was mainly driven by lower fee revenue and an increase in restructuring charges, net, partially offset by decreases in compensation and benefits expense, general and administrative expenses and cost of services expense, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.

RPO & Professional Search operating income, as a percentage of fee revenue, was 10% in the six months ended October 31, 2020 compared to 16% in the year-ago period.

Net (Loss) Income Attributable to Korn Ferry

Net loss attributable to Korn Ferry decreased by $73.8 million, or 172% to $30.8 million in the three months ended July 31, 2020, as compared to a net income attributable to Korn Ferry of $43.0 million in the year-ago quarter.

This decline in fee revenue was partially offset by decreases in compensation and benefits expense and general and administrative expenses associated with actions taken to align our cost structure with the lower level of business demand that resulted in a net loss attributable to Korn Ferry in three months ended July 31, 2020.

Net loss attributable to Korn Ferry, as a percentage of fee revenue, was 9% in the three months ended July 31, 2020 compared to net income attributable to Korn Ferry, as a percentage of fee revenue, of 9% in the year-ago quarter.

Net (loss) income attributable to Korn Ferry decreased by $88.9 million to $3.1 million in the six months ended October 31, 2020 compared to a net income attributable to Korn Ferry of $85.8 million in the year-ago period.

Actions taken by various government and other authoritative bodies in response to the COVID-19 pandemic caused a severe contraction in economic activity during the period which translated in a decrease to fee revenue.

Net loss attributable to Korn Ferry, as a percentage of fee revenue, was 0.4% in the six months ended October 31, 2020 compared to net income attributable to Korn Ferry of 9% in the six months ended October 31, 2019.

Adjusted EBITDA

Adjusted EBITDA decreased by $64.3 million, or 86%, to $10.6 million in the three months ended July 31, 2020 as compared to $74.9 million in the year-ago quarter.

The decrease in Adjusted EBITDA was driven by a decrease in fee revenue, partially

offset by decreases in compensation and benefits expense (excluding integration/acquisition costs) and general and administrative expenses (excluding integration/ acquisition costs) due to actions taken to align our cost structure with the lower level of business demand.

Adjusted EBITDA, as a percentage of fee revenue, was 3% in the three months ended July 31, 2020 compared to 15% in the year-ago quarter.

Consulting Adjusted EBITDA was $6.6 million in the three months ended July 31, 2020, a decrease of $10.1 million, or 60%, as compared to $16.7 million in the year-ago quarter.

This decrease was driven by lower fee revenue partially offset by decreases in compensation and benefits expense, cost of services expense and general and administrative expenses.

Consulting Adjusted EBITDA, as a percentage of fee revenue, was 7% and 12% in the three months ended July 31, 2020 and 2019, respectively.

Digital Adjusted EBITDA was $7.9 million in the three months ended July 31, 2020, a decrease of $9.9 million, or 56%, as compared to $17.8 million in the year-ago quarter.

This decrease in Digital operating income was mainly driven by a decrease in fee revenue and increases in compensation and benefits expense (excluding integration/acquisition costs) and cost of services expense, during the three months ended July 31, 2020 compared to the year-ago quarter.

Digital Adjusted EBITDA, as a percentage of fee revenue, was 14% and 31% in the three months ended July 31, 2020 and 2019, respectively.

Executive Search Adjusted EBITDA decreased $40.8 million, or 83%, to $8.1 million in the three months ended July 31, 2020 as compared to $48.9 million in the year-ago quarter.

Executive Search Adjusted EBITDA, as a percentage of fee revenue, was 7% and 25% in the three months ended July 31, 2020 and 2019, respectively.

RPO & Professional Search Adjusted EBITDA was $6.0 million in the three months ended July 31, 2020, a decrease of $10.1 million, or 63%, as compared to $16.1 million in the year-ago quarter.

The decrease in operating income was mainly driven by lower fee revenue, offset by decreases in compensation and benefits expense and general and administrative expenses all of which resulted from cost savings initiatives that were put in place .

RPO & Professional Search Adjusted EBITDA, as a percentage of fee revenue, was 9% and 17% in the three months ended July 31, 2020 and 2019, respectively.

Adjusted EBITDA decreased by $76.5 million to $76.8 million in the six months ended October 31, 2020 compared to $153.3 million in the year-ago period.

The decrease in Adjusted EBITDA was driven by a decrease in fee revenue, partially offset by decreases in compensation and benefits expense (excluding integration/acquisition costs), general and administrative expenses (excluding integration/acquisition costs) and cost of services expense due to actions taken to align our cost structure with the lower level of business demand and an increase in other income, net.

Adjusted EBITDA, as a percentage of fee revenue, was 10% and 16% in the six months ended October 31, 2020 and 2019.

Consulting Adjusted EBITDA was $26.8 million in the six months ended October 31, 2020, a decrease of $4.5 million, or 14%, compared to $31.3 million in the year-ago period.

This decrease was driven by lower fee revenue, partially offset by decreases in compensation and benefits expense, general and administrative expenses, and cost of services expense.

Consulting Adjusted EBITDA, as a percentage of fee revenue, was 12% in the six months ended October 31, 2020 compared to 11% in the year-ago period.

Digital Adjusted EBITDA was $31.0 million in the six months ended October 31, 2020, a decrease of $9.2 million, or 23%, compared to $40.2 million in the year-ago period.

This decrease in Digital Adjusted EBITDA was mainly driven by increases in compensation and benefits expense (excluding integration/acquisition costs) and cost of services expense, partially offset by an increase in fee revenue during the six months ended October 31, 2020 compared to the year-ago period.

Digital Adjusted

EBITDA, as a percentage of fee revenue, was 24% in the six months ended October 31, 2020 as compared to 33% in the six months ended October 31, 2019 .

Executive Search Adjusted EBITDA decreased by $56.6 million, or 61%, to $36.3 million in the six months ended October 31, 2020 compared to $92.9 million in the six months ended October 31, 2019.

The decrease was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense and general and administrative expenses, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic and an increase in other income, net.

Executive Search Adjusted EBITDA, as a percentage of fee revenue, was 14% in the six months ended October 31, 2020 as compared to 24% in the six months ended October 31, 2019.

RPO & Professional Search Adjusted EBITDA was $19.8 million in the six months ended October 31, 2020, a decrease of $12.4 million, or 39%, compared to $32.2 million in the year-ago period.

The decrease was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense, general and administrative expenses and cost of services expense all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.

RPO & Professional Search Adjusted EBITDA, as a percentage of fee revenue, was 13% in the six months ended October 31, 2020 compared to 17% in the year-ago period.

Other Income, Net

Other income, net was $11.2 million in the three months ended July 31, 2020 compared to $1.8 million in the year-ago quarter.

Other income, net was $11.4 million in the six months ended October 31, 2020 compared to $3.0 million in the year-ago period.

The difference was primarily due to larger gains from the fair value of our marketable securities.

These gains were offset by the increases in our deferred compensation liability that are recorded in compensation and benefits expense during the three months ended July 31, 2020 compared to the year-ago quarter.

These gains were offset by the increases in our deferred compensation liability that are recorded in compensation and benefits expense during the six months ended October 31, 2020 compared to the year-ago period.

Interest Expense, Net

Interest expense, net was $6.9 million in the three months ended July 31, 2020 compared to $4.1 million in the year-ago quarter.

The increase in interest expense, net was related to the newly issued Notes, which have a higher interest rate and a higher principal balance than the amount that was outstanding in the year-ago quarter under the revolver under our prior credit agreement.

Income Tax (Benefit) Provision

The benefit for income tax was $8.7 million in the three months ended July 31, 2020, compared to an expense of $14.5 million in the three months ended July 31, 2019.

This reflects a 21.9% and 24.9% effective tax rate for the three months ended July 31, 2020 and 2019, respectively.

Interest expense, net primarily relates to the Notes issued in December 2019, our prior credit agreement and borrowings under COLI policies, which are partially offset by interest earned on cash and cash equivalent balances.

Interest expense, net was $14.4 million in the six months ended October 31, 2020 compared to $8.3 million in the year-ago period.

The increase in interest expense, net was related to the Notes, which have a higher interest rate and a higher principal balance than the amount that was outstanding in the year-ago period under the revolver under our prior credit agreement.

Income Tax Provision

The provision for income tax was $4.2 million in the six months ended October 31, 2020 compared to $30.2 million in the year-ago period.

This reflects a 294.5% and 25.8% effective tax rate for the six months ended October 31, 2020 and October 31, 2019, respectively.

The variability in effective tax rate is primarily due to the impact of U.S.

state income taxes and the jurisdictional mix of earnings.

Net (Loss) Income Attributable to Noncontrolling Interest

Net (loss) income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of a subsidiary not held by Korn Ferry that are included in the consolidated results of operations.

Net loss attributable to noncontrolling interest for the three months ended July 31, 2020 was break-even as compared to net income attributable to noncontrolling interest of $0.7 million the three months ended July 31, 2019.

In addition to the impact of the jurisdictional mix of earnings, which generally create variability in our effective tax rate over time, the effective tax rate in the six months ended October 31, 2020 was affected by a tax expense recorded for withholding taxes on intercompany dividends that are not eligible for credit and a shortfall recorded in connection with stock-based awards that vested in the three months ended July 31, 2020.

The shortfall 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 less 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 for the six months ended October 31, 2020 was $0.3 million as compared to $0.9 million during the six months ended October 31, 2019.

Liquidity and Capital Resources

3 unchanged sentences

Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our Credit Agreement (defined below) as well as using excess cash to repay the Notes.

On November 1, 2019, we completed the acquisition of the Acquired Companies in the leadership development area for $108.6 million, net of cash acquired and actual results of operations of the Acquired Companies are included in our consolidated financial statements from November 1, 2019, the effective date of the acquisition.

consolidated financial statements from November 1, 2019, the effective date of the acquisition.

On November 1, 2019, we also adopted a restructuring plan to rationalize our cost structure to realize the efficiencies and operational improvement that these investments have enabled us to, or positioned us to , realize .

Initially, the negative business impact of the coronavirus outbreak was most pronounced in the Asia Pacific Region, and in particular China and Hong Kong.

In March 2020, COVID-19 was reported to have spread to over 100 countries, territories, or areas, worldwide, and in the fourth quarter of fiscal 2020 the World Health Organization declared it a pandemic.

The outbreak has severely restricted the level of economic activity in affected areas and has had an adverse impact on demand for and sales of our products and services.

In light of the continuing uncertainty in worldwide economic conditions caused by the COVID-19 pandemic and, as part of a broader program aimed at further enhancing our strong balance sheet and liquidity position, on April 20, 2020, we initiated a plan intended to adjust our cost base to the current economic environment and to position us to invest in the recovery.

This plan includes (i) a reduction in workforce, which was completed by the end of the first quarter of fiscal 2021 and resulted in restructuring charges of $40.5 million and $27.5 million associated with severance during the three months ended April 30, 2020 and the three months ended July 31, 2020, (ii) the temporary furlough of certain employees, (iii) subject to certain exceptions and legal requirements, salary reductions across the organization, and (iv) other cost saving measures relating to general and administrative expenses.

As previously discussed under the Impact of COVID-19, with the implementation of the restructuring plan that was initiated on April 20, 2020 to reduce, in part, our human capital expenditures, and the improved business activity we experienced in the second quarter demonstrated by an increase in fee revenue compared to the first quarter of fiscal 2021, we believe our costs are in line with our current revenue levels but given the unpredictable and fluid nature of the pandemic and its economic consequences our revenue levels could fall below our current levels.

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, commencing on June 15, 2020.

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.

2 unchanged sentences

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.

As of July 31, 2020, the fair value of the Notes is $410.5 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.

As of October 31, 2020, the fair value of the Notes is $406.5 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.

On December 16, 2019, we also entered into a senior secured $650.0 million credit agreement (the “Credit Agreement”) with a syndicate of banks and Bank of America, National Association as administrative agent to among other things, provide for enhanced financial flexibility.

See Note 12— Long-Term Debt for a description of the Credit Agreement.

We have a total of $ 646.0 million available under our $ 650.0 million five-year senior secured revolving credit facility (the “Revolver”) as of July 31, 2020 after $4.0 million of standby letters of credit had been issued as of July 31, 2020 .

We had $ 4.0 million in standby letters of credit issued under our Revolver as of July 31, 2020 and April 30, 2020.

We had a total of $ 11.5 million and $ 11.3 million of standby letters of credits with other financial institutions as of July 31, 2020 and April 30, 2020, respectively.

We have a total of $ 646.0 million available under our $ 650.0 million five-year senior secured revolving credit facility (the “Revolver”) as of October 31, 2020 after $4.0 million of standby letters of credit had been issued as of October 31, 2020 and April 30, 2020.

We had a total of $ 10.1 million and $ 11.3 million of standby letters of credits with other financial institutions as of October 31, 2020 and April 30, 2020, respectively.

The standby letters of credits were generally issued as a result of entering into office premise leases.

4 unchanged sentences

On March 6, 2019, our Board of Directors approved an increase to the share repurchase program of approximately $200 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to approximately $250 million.

The Company did not repurchase any of the Company’s stock during the three months ended July 31, 2020 compared to repurchasing $12.7 million of the Company’s stock in the year-ago quarter.

As of July 31, 2020 , $ 158.3 million remained available for common stock repurchases under our share repurchase program.

The Company repurchased approximately $ 22.8 million and $61.9 million of the Company’s stock during the six months ended October 31, 2020 and 2019.

As of October 31, 2020 , $ 135.5 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.

25 to 1.00, and the pro forma liquidity is at least $50 million , including the revolving credit commitment minus amounts outstanding on the Revolver, issued letters of credit and swing loans .

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 i ndenture governing the Note s .

The Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Credit Agreement, the consolidated net leverage ratio, which uses adjusted EBITDA is no greater than 4.25 to 1.00, and pro forma liquidity is at least $50 million, including the revolving credit commitment minus amounts outstanding on the Revolver, issued letters of credit and swing loans.

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.

Our performance is subject to the general level of economic activity in the geographic regions and the industries we service.

1 unchanged sentence

However, if COVID-19 continues to persist or worsen, or the national or global economy, credit market conditions and/or labor markets were to deteriorate in the future, such changes could put negative pressure on demand for our services and affect our operating cash flows.

If these conditions were to persist over an extended period of time, we may incur negative cash flows and it might require us to access additional borrowings under the Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.

Cash and cash equivalents and marketable securities were $733.0 million and $863.3 million as of July 31, 2020 and April 30, 2020, respectively.

Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and marketable securities were $ 510.8 million and $ 531.9 million at July 31, 2020 and April 30, 2020, respectively.

As of July 31, 2020 and April 30, 2020, we held $336.6 million and $ 308.2 million, respectively of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay fiscal 2021 and 2020 annual bonuses.

If these conditions were to persist over an extended period of time, we may incur negative cash flows

and it might require us to access additional borrowings under the Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.

Cash and cash equivalents and marketable securities were $747.5 million and $863.3 million as of October 31, 2020 and April 30, 2020, respectively.

Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and cash equivalents and marketable securities were $ 458.5 million and $ 531.9 million at October 31, 2020 and April 30, 2020, respectively.

As of October 31, 2020 and April 30, 2020, we held $307.6 million and $ 308.2 million, respectively of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay fiscal 2021 and 2020 annual 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 and corporate notes/bonds.

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 and corporate notes/bonds are available for general corporate purposes.

As of July 31, 2020 and April 30, 2020, marketable securities of $ 190.2 million and $ 174.1 million, respectively, included equity securities of $151.8 million (net of gross unrealized gains of $ 11.2 million and gross unrealized losses of $ 2.7 million) and $ 141.4 million (net of gross unrealized gains of $ 3.6 million and gross unrealized losses of $ 6.5 million), respectively, were held in trust for settlement of our obligations under certain deferred compensation plans, of which $140.3 million and $132.1 million, respectively, are classified as non-current.

These marketable securities were held to satisfy vested obligations totaling $137.4 million and $ 124.6 million as of July 31, 2020 and April 30, 2020, respectively.

Unvested obligations under the deferred compensation plans totaled $24.1 million and $ 21.7 million as of July 31, 2020 and April 30, 2020, respectively.

The net decrease in our working capital of $ 10.9 million as of July 31, 2020 compared to April 30, 2020 is primarily attributable to decreases in accounts receivable and cash and cash equivalents offset by a decrease in compensation and benefits payable.

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, 2020 and April 30, 2020, marketable securities of $ 194.3 million and $ 174.1 million, respectively, included equity securities of $154.1 million (net of gross unrealized gains of $ 11.0 million and gross unrealized losses of $ 2.7 million) and $ 141.4 million (net of gross unrealized gains of $ 3.6 million and gross unrealized losses of $ 6.5 million), respectively, were held in trust for settlement of our obligations under certain deferred compensation plans, of which $146.6 million and $132.1 million, respectively, are classified as non-current.

These marketable securities were held to satisfy vested obligations totaling $133.8 million and $ 124.6 million as of October 31, 2020 and April 30, 2020, respectively.

Unvested obligations under the deferred compensation plans totaled $24.4 million and $ 21.7 million as of October 31, 2020 and April 30, 2020, respectively.

The net decrease in our working capital of $ 0.9 million as of October 31, 2020 compared to April 30, 2020 is primarily attributable to decreases in cash and cash equivalents, partially offset by decreases in compensation and benefits payable and income taxes payable and increases in accounts receivable and income taxes and other receivables.

The decrease in cash and cash equivalents and compensation and benefits payable was primarily due to payments of annual bonuses earned in fiscal 2020 and paid during the first quarter of fiscal 2021.

The decrease in accounts receivable was due to a decline in fee revenue due to the contraction in economic activity due to the COVID-19 pandemic.

Cash used by operating activities was $144.3 million in the three months ended July 31, 2020, a decrease of $17.6 million, compared to $161.9 million in the three months ended July 31, 2019.

Cash used in investing activities was $13.2 million in the three months ended July 31, 2020 compared to $9.2 million in the year-ago quarter.

An increase in cash used in investing activities was primarily due to an increase in the purchase of marketable securities net of sale/maturities of $4.7 million and a decrease in proceeds from life insurance policies of $1.0 million, partially offset by a decrease in purchase of property and equipment of $1.9 million during the three months ended July 31, 2020 compared to the year-ago quarter.

Cash used in financing activities was $7.8 million in the three months ended July 31, 2020 compared to cash used of $24.9 million in the three months ended July 31, 2019.

The decrease in cash used in financing activities was primarily due to $12.7 million repurchases of the Company’s common stock in three months ended July 31, 2019 compared to none in the current quarter.

The rest of the change is due to lower cash used to repurchase shares of common stock to satisfy tax withholding requirements upon the vesting of restricted stock of $ 4.4 million in the three months ended July 31, 2020 compared to $ 8.6 million in the year-ago quarter.

The increase in accounts receivable was due to an increase in days of sales outstanding, which went from 70 days to 78 days (which is consistent with historical experience) from April 30, 2020 to October 31, 2020 .

Cash used by operating activities was $92.1 million in the six months ended October 31, 2020, a decrease of $12.0 million, compared to $104.1 million in the six months ended October 31, 2019.

Cash used in investing activities was $23.3 million in the six months ended October 31, 2020 compared to $22.8 million in the year-ago period.

An increase in cash used in investing activities was primarily due to an increase in the purchase of marketable securities net of sale/maturities of $7.4 million and a decrease in proceeds from life insurance policies of $1.4 million, partially offset by a decrease in purchase of property and equipment of $8.5 million during the six months ended October 31, 2020 compared to the year-ago period.

Cash used in financing activities was $37.2 million in the six months ended October 31, 2020 compared to $31.4 million in the six months ended October 31, 2019.

The increase in cash used in financing activities was primarily due to $50.0 million in proceeds received from long term debt in the six months ended October 31, 2019 compared to none in the current period, partially offset by a decrease of $39.2 million in repurchases of the Company’s common stock in six months ended October 31, 2020 compared to the prior period and a decrease in cash used to repurchase shares of common stock to satisfy tax withholding requirements upon the vesting of restricted stock of $ 4.6 million in the six months ended October 31, 2020 compared to $ 8.7 million in 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 July 31, 2020 and April 30, 2020, we held contracts with gross CSV of $ 240.1 million and $ 238.7 million, respectively.

Total outstanding borrowings against the CSV of COLI contracts were $ 91.7 million and $ 92.3 million as of July 31, 2020 and April 30, 2020, respectively.

As of October 31, 2020 and April 30, 2020, we held contracts with gross CSV of $ 241.9 million and $ 238.7 million, respectively.

Total outstanding borrowings against the CSV of COLI contracts were $ 91.7 million and $ 92.3 million as of October 31, 2020 and April 30, 2020, respectively.

Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts.

At July 31, 2020 and April 30, 2020, the net cash value of these policies was $ 148.4 million and $ 146.4 million, respectively.

At October 31, 2020 and April 30, 2020, the net cash value of these policies was $ 150.2 million and $ 146.4 million, respectively.

Long-Term Debt

2 unchanged sentences

At any time prior to December 15, 2022, we may redeem at a redemption price equal to 100 % of the principal plus the Applicable Premium (as defined in the indenture), and accrued and unpaid interest.

At any time prior to December 15, 2022, we may use the proceeds of certain equity offerings to redeem up to 35 % of the aggregate principal amount of the Notes, including any permitted additional Notes, at a redemption price equal to 104.625 % of the principal amount and accrued and unpaid interest.

At any time prior to December 15, 2022, we may use the proceeds of certain equity offerings to redeem up to 35 % of the aggregate principal amount of the Notes, including any

permitted additional Notes, at a redemption price equal to 104.625 % of the principal amount and accrued and unpaid interest.

At any time and from time to time on or after December 15, 2022, we may redeem the Notes at the applicable redemption prices set forth in the table below, plus accrued and unpaid interest, if redeemed during the 12 -month period beginning on December 15 of each of the years indicated:

1 unchanged sentence

The fair value of the Notes is classified as a Level 2 measurement in the fair value hierarchy.

The principal balance of the Revolver is due on the date of its termination.

The Revolver matures on December 16, 2024 and any unpaid principal balance is payable on this date.

The Revolver may also be prepaid and terminated early by us at any time without premium or penalty (subject to customary LIBOR breakage fees).

At our option, loans issued under the Credit Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin.

1 unchanged sentence

In addition, we will be required to pay to the lenders a quarterly commitment fee ranging from 0.175% to 0.35% per annum on the average daily unused amount of the Revolver, based upon our consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.

T he average interest rate on amounts outstanding under the prior revolver was 3.69% for the three months ended July 31, 2019 .

As of July 31, 2020 and April 30, 2020, there was no outstanding liability under the Revolver.

The unamortized debt issuance costs associated with the Credit Agreement were $4.0 million as of July 31, 2020 and $4.2 million as of April 30, 2020 .

As of July 31, 2020, we were in compliance with our debt covenants.

We had a total of $ 646.0 million available under the Revolver after $ 4.0 million of standby letters of credit had been issued as of July 31, 2020 and April 30, 2020.

We had a total of $ 11.5 million and $11.3 million of standby letters of credits with other financial institutions as of July 31, 2020 and April 30, 2020, respectively.

T he average interest rate on amounts outstanding under the prior revolver was 3.37% and 3.53% for the three and six months ended October 31, 2019 .

As of October 31, 2020 and April 30, 2020, there was no outstanding liability under the Revolver.

The unamortized debt issuance costs associated with the Credit Agreement were $3.8 million as of October 31, 2020 and $4.2 million as of April 30, 2020 .

As of October 31, 2020, we were in compliance with our debt covenants.

We had a total of $ 646.0 million available under the Revolver after $ 4.0 million of standby letters of credit had been issued as of October 31, 2020 and April 30, 2020.

We had a total of $ 10.1 million and $11.3 million of standby letters of credits with other financial institutions as of October 31, 2020 and April 30, 2020, respectively.

The standby letters of credits were generally issued as a result of entering into office premise leases.

Other than the factors discussed in this section and the potential impacts of the COVID-19 on our business, we are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources as of July 31, 2020 .

The principal balance of the Revolver is due on the date of its termination.

The Revolver matures on December 16, 2024 and any unpaid principal balance is payable on this date.

The Revolver may also be prepaid and terminated early by us at any time without premium or penalty (subject to customary LIBOR breakage fees).

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities.

We had no material changes in contractual obligations as of July 31, 2020 , as compared to those disclosed in our table of contractual obligations included in our Annual Report.

We had no material changes in contractual obligations as of October 31, 2020 , 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.

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.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis