Good morning, and welcome to Kelly Services First Quarter Earnings Conference Call. [Operator Instructions] Today's call is being recorded at the request of Kelly Services. If anyone has any objections, you may disconnect at this time. A webcast presentation is also available on Kelly's website for this morning's call. I would now like to turn the meeting over to your host, Mr. Peter Quigley, President and CEO. Please go ahead.

Thank you, Greg. Hello, everyone, and welcome to Kelly's first quarter conference call. Before we begin, I'll walk you through our safe harbor language. As a reminder, any comments made during this call, including the Q&A, may include forward-looking statements about our expectations for future performance. Actual results could differ materially from those suggested by our comments, and we have no obligation to update the statements made on this call. Please refer to our SEC filings for a description of the risk factors that could influence the company's actual future performance. In addition, during the call, certain data will be discussed on a reported and on an adjusted basis. Discussion of items on an adjusted basis are non-GAAP financial measures, designed to give insight into certain trends in our operations. Finally, a presentation with information about Kelly's financial results in the quarter is available on our website. We have a lot to cover today, so let's get started. Before we turn to Kelly's first quarter results, I'd like to address our recent announcement regarding a transformational step forward on our specialty growth journey. Last week, Kelly entered into a definitive agreement to acquire Motion Recruitment Partners, a leading specialty talent solutions company. Under the terms of the agreement, Kelly will acquire MRP for $425 million in cash to be paid at close, with additional earnout potential of up to $60 million based on certain performance criteria. The acquisition of MRP will significantly strengthen both the scale and capabilities of Kelly's already-substantial staffing and consulting solutions across technology, telecommunications and government specialties in North America and RPO solutions globally. Following the close of the transaction, MRP will deliver services through its existing operating companies and brands with a goal of expanding Kelly's capabilities, enhancing MRP's breadth of solutions and significantly increasing…

Thank you, Peter, and good morning, everybody. As a reminder, Kelly's 2023 results include the European staffing business that we sold on January 2 of 2024. To provide greater visibility into trends in our operating results, I will also discuss year-over-year changes on the reported and also on an organic basis. References to organic information excludes the results of our Europe and staffing business in 2023. Revenue for the first quarter of 2024 totaled $1.05 billion compared to $1.27 billion in 2023, down 17.6%, resulting primarily from the sale of our European staffing business. On an organic basis, revenue declined 2.6% in the quarter, reflecting a continuation of staffing market headwinds. Nonwithstanding low headwinds, our Education segment's revenue growth continues to be strong, up 16% year-over-year. The continued double-digit growth reflects both net new customer wins from fill rate and demand from existing customers. In the SET segment, revenue was down 6%. During the first quarter, we saw the continuation of challenging market conditions, with year-over-year revenue down 4% in our staffing specialties and down 9% in our outcome-based business. Permanent placement fees continued to be impacted by lower demand and declined 23%. In our OCG segment, revenue declined 6%. Year-over-year declines in RPO continued due to slower hiring in certain market sectors. Deceleration in MSP revenues continued, while PPO revenues improved on a year-over-year basis. Revenue in our Professional & Industrial segment declined [ 11% ] year-over-year in the quarter. Revenue from our staffing product declined 14%, reflecting continued challenging market conditions. And the segment's contact center outcome-based specialty revenue also declined year-over-year in the quarter. Revenue improved in our other outcome-based specialty. And revenue in Mexico, which is now included in P&I, also improved. Overall, perm fees in P&I declined 42%. Overall gross profit was [ 19% ]…

Thanks for those insights, Olivier. When we initiated this transformation last year, I committed that we would implement structural, sustainable improvements to our business that would benefit all our stakeholders. Through the progress we have achieved to date, I am pleased to say we're delivering on our commitments. We said we would significantly improve Kelly's profitability, and we have, increasing the company's EBITDA margin to 3.2% in the first quarter. This is a step-change from our recent net margin average of approximately 2%, and we delivered the improvement in a very short time. We said we would unlock new value-creating opportunities, and we have, signing the largest deal in the company's history in a bold move that redeploys capital to a business with highly attractive financial profile, seasoned leadership and valuable assets in which Kelly is well positioned to invest and grow over the long term. We said we would find new avenues of growth, and we have, as both our localized delivery model in P&I and large enterprise account strategy continued to deliver encouraging early results, positioning Kelly to capture increased demand when the macroeconomic environment rebounds. It's been an exceptionally productive start to the year as we worked to deliver on these priorities. I'm grateful to the Kelly team who have executed on our specialty growth strategy with urgency and agility to bring us to this point on our journey. They've done so while keeping our clients and talent at the center of everything we do with our noble purpose as their guide. Their ongoing commitment to excellence is reflected in Kelly being named number one on Forbes 2023 List of America's top temporary staffing companies, an honor we are proud to have received this week for the second consecutive year. While there's more work to be done, I'm confident these accomplishments form a solid foundation upon which we will establish 2024 as an inflection point on our journey and propel Kelly into a new era of growth. Greg, you can now open the call to questions.

[Operator Instructions] Your first question comes from the line of Joe Gomes from NOBLE Capital.

So first, I'm going to hit you up with questions on the acquisition and see what more detail we can get. Can you give us any kind of indication of revenue contribution, adjusted EBITDA margins? Obviously, they should be higher than Kelly's existing since you say it should increase Kelly's overall margins. Kind of growth rates have -- has this business been seeing recently in types of customer concentration, top management planning on staying with the business? Or do you see some of the management leaving here? Any more detail on the acquisition will be greatly appreciated.

Yes. I think -- Joe, thank you for your question. Of course, you know that we are still to close the deal. I think it's going to be in the course of Q2, so there is not so much we can provide at this stage. What I would say in terms of pure numbers, revenue is in excess of $500 million. So that's, of course, I think a key information in terms of impact -- or future impact on Kelly growth and value profile. As Peter was saying, the growth and net margin profile of this acquisition will enhance clearly value profile, including the net margin. We will be in a position to give more information when we close this in the course of Q2. And probably, Peter, you can comment a little bit more on complementarity acquisitions, new capabilities and size in various areas.

Yes. Thanks, Olivier. Joe, we really like the financial and business profile of Motion Recruitment Partners. The capabilities that they bring to Kelly across the technology, government, telecom and RPO and MSP spaces, customer set -- very complementary to Kelly's customers set, very little overlap, strong leadership team, excellent business processes and I think a very compatible culture. So we're very excited. We're going to continue, as I said, to operate their very successful businesses under the current operating entities and brands. And we will work diligently after close to work with their management team on the plentiful value-creation opportunities that we see.

Great. Olivier, if -- I just might have missed this, but I thought I heard you say you did not expect to see any additional earnout from the sale of the European staffing business.

That's correct. If you are referring to our EMEA staffing business, no, because now we have basically -- you know the condition where certain financial metrics to be achieved in 2023. And we have the confirmation that they are not going to be any [ earnout ]. Although now, as I stated, we have still to wait until we finalize the transaction in early Q3. Looking at debt, free cash flow and net working capital adjustment, we expect at the moment, based on what we know and what is measurable, some cash in the region of $27 million to $28 million, that would come basically early Q3. That's our base estimate for the moment. It may change a little bit when we know more about -- especially about the net working capital adjustment. But broadly, it should be around $28 million of additional cash that we should receive, again, early Q3.

And Peter, I just wanted to maybe give us a little additional color kind of on the environment, especially on talent supply and ability to get people to fill whatever roles that you're trying to fill.

Yes. Joe, I think the macro environment has not changed significantly from the past couple of quarters in terms of availability of talent. If you take a look at the labor force participation rate, quit rates, some other key labor factors, they're all pretty flat to what they've been in the past few quarters. So we don't anticipate in Q2 that we're going to see any significant change. I will say I'm pleased with the ability of the Kelly team in the face of sluggish demand to improve our fill rates and continue to find ways to shorten cycle times and take market share where it's available without compromising price.

Okay. Great. And one last one for me, I'll get back in queue. One of the other acquisitions that occurred had some struggles going on, RocketPower. And I just want to maybe give us a little update. I know you talked about doing a lot of different things to try and improve some of their operations. And I was just trying to get -- maybe give us some update on how all of that progress is progressing.

Yes. We're very pleased, Joe, with the, I would say, foundational and structural improvements at RocketPower because they're in the RPO space. Like many operations in RPO, they've faced some headwinds. But we're beginning to see, particularly in the technology space, some -- I would refer to green shoots in RocketPower's book of business. And the step that we've taken between the time we acquired them and now, we think, position them well to capitalize on any rebound in that space. And the -- we have -- we're optimistic about the potential for RocketPower, going forward, as part of the larger KellyOCG, RPO practice.

I would just add one data point. When you look at revenue of RocketPower in Q1 versus Q4, so sequentially, we have seen an improvement of about 27%. So we start to see some good traction, better pipeline, as Peter was mentioning.

Great. It's also awesome news for that business. I'll get back in queue. Really looking forward to see how the MRP acquisition unfolds here.

Thank you, Joe.

Your next question comes from the line of Kevin Steinke from Barrington Research.

So following up on the Motion Recruitment Partners acquisition, the one piece you did give there was the revenue size. And I don't know if you'd be able to give more detail just kind of in terms of the breakdown between the various areas, technology, telecom, government, RPO, MSP, just to maybe give us a sense of how much scale will be added those various pieces of your business from this transaction?

Yes. I think we are going to give you a high-level percentage. So if you think about Sevenstep, RPO, MSP on one side, and I would say the IT, telco and Federal business, IT, telco and federal business is about 90% of the revenue. So it's heavily weighted into our SET business. Although, again, I think the RPO add is very interesting not only with the well-known brand name Sevenstep, but also in terms of coverage, industry verticals and so on. And within basically the SET business, large majority of this business is basically IT, whether it's IT staffing or consulting and equivalent.

Yes. And Kevin, I'd add from a qualitative standpoint, particularly in the technology space, the addition of a substantial technology business repositions Kelly, when added to our existing technology practice, including Softworld and the legacy Kelly IT business. We're substantially repositioned in the what is the -- potentially the fastest-growing part of the industry and -- at least historically. And we think that that's really important to continuing to remix our business towards higher-margin, higher-growth businesses. Similarly, in the telecom and government businesses, MRP's businesses are highly complementary to Kelly's as opposed to overlapping. So in government, while we're very strong as a prime contractor, MRP has some excellent relationships as a subcontractor, which is not something that Kelly currently participates in. And in the telecom space, very little overlap in terms of customers but excellent addition of particularly technology capabilities in the telecom space from MRP that -- whereas Kelly is -- tends to be stronger in the engineering in telecom. So very nice adjacencies within the MRP portfolio of businesses that in addition to scale, we think they're going to bring some really significant capabilities to our portfolio.

Okay. That was very helpful insight. Just in terms of the organic revenue trend in the first quarter, you mentioned you didn't see a whole lot of change in the macro environment. It was a bit more of a decline than you saw in the fourth quarter. I guess maybe not materially so. But any meaningful change in terms of the trend in perm placement or any other areas you might point to?

Kevin, no change in continued results from Education growth, which is -- continues. And again, I repeat myself that we're very bullish on the pipeline, new wins, growth in existing customers, improved operation performance. Perm placement has been where it's been. We don't -- haven't seen any significant change among perm placements. We have seen some -- as Olivier mentioned, in RocketPower, some signs that there is in a technology space. And I would say we're seeing similar green shoots in our Softworld and legacy Kelly technology business. It's still early, but those businesses are going to recover at some point. And -- but as Olivier mentioned regarding Q2, we don't foresee any significant change in the next few months.

Okay. I just have one other question. I want to circle back with on Motion Recruitment Partners. Maybe just if it's possible to give us a sense as to how the deal came together, if it was a business that was up for sale or if it's so when you built a relationship with over time? Just kind of curious about that aspect.

Yes. We developed a relationship with MRP over the course of the period of time. And I think on both side as well as within Kelly. We were strongly attracted to the complementary nature of these 2 businesses and saw significant upside potential by partnering in towards growth in the future. And all of our discussions up to the signing a couple of weeks ago did nothing but to reinforce that. So we're very pleased with the process and the result.

Okay. Just a couple more here, which I'll try and combine into one question. But your projection for organic growth in the second quarter, that's consistent with what you said before. Is that -- would you attribute that to some of your transformation-related growth initiatives gaining traction? And then secondly, just if you can give any insight on just the change in the gross margin outlook relative to what you had previously discussed?

Yes. I think, Kevin, on the first part of the question about revenue, we are, as I said in my notes or my script, encouraged by the steps we've taken to focus on organic growth, particularly in the omnichannel strategy that we've introduced in our Professional & Industrial space, segment as well as the large account enterprise strategy. We're basically a quarter into it, but encouraged by new wins, both existing customer expansion as well as the acquisition of new logos. And we think that when the macroeconomic environment for our industry improves, we're very well positioned to continue to see success in those two areas. I'll turn it over to Olivier on the gross margin question.

Yes. Just on the gross margin, I would say, as we said for Q1, and we anticipate something very similar in Q2, mix -- the main mix, big Education versus the rest of the business, we see that as something that is going to continue until our top line growth is more balanced. What I can tell you is when you look at -- and I look at spreads, whether it's in P&I, in Education or in SET, our spread was moving up, especially in SETs,to some extent in P&I, is now flat, but not at all declining, which is a sign that basically we don't see big pricing pressure, and we don't sacrifice our price. But we still -- and we will still continue to suffer a little bit about this mix factor that is linked to our top line dynamic that should evolve as soon as we get a more balanced top line growth. If you ask me why we believe that we are going to move from 19.7% gross margin rate in Q1 to a mid-range of 20.2% in Q2, one of the points is Education seasonality, meaning Education usually, at the far end of Q2, is starting to slow down because of school [ year ] and summer type of event. We see good traction in terms of our BPO business in P&I that would help us a little bit. And also, as Peter was mentioning, we anticipate a more favorable mix in SET because of the traction we start to see in technology that usually got a better margin profile than the average. So there are a few factors that should help us to go to something around 20.2% versus 19.7%. But as I mentioned, at 20.2%, we are going to be still 60 basis points on an organic basis versus a year ago. And the main driver is going to continue to be mix pressure.

Your next question comes from the line of Kartik Mehta from Northcoast Research.

Peter, just on trends in April, I'm assuming from the commentary you gave, the trends in April were very similar to what you saw in the first quarter. But I'm curious to understand if you look at throughout the first quarter, if you saw any change in trends?

Not really. I would say that it was a pretty -- when we look at the monthly performance, the sequential month-to-month changes, I would say it was relatively consistent throughout the quarter. Probably a little too early to talk about the full month of April, but we didn't see anything or haven't seen anything that would cause us to change our outlook for Q2.

I agree. When you look at our March exit rate, we are basically on par with our total Q1 trend. So far, we have not seen any significant changes that would lead us to say there is something changing in the market conditions.

And again, from a similar standpoint, Peter, what are your conversations with customers, are they -- just market not changing? Do you think as you talk to other people in the industry or your customers, have they come this area where just the market is kind of what it is and it's flat and they're not seeing any changes either? Or are you getting any inclinations that maybe things are starting to improve, they're kind of accepting where we are and this is kind of the bottom?

Yes. I think what we hear from customers is not doom and gloom. It's not that they're discouraged by their prospects for business growth, going forward, probably the period of time they're expecting it to happen, maybe pushed out a little bit from, say, December of last year. But customers are still optimistic and looking for ways to optimize their talent supply chain, optimize the -- their expense structure. And all of that, long term, bodes well for Kelly because we're right in the middle of that and can support their efforts to figure out how to optimize their talent strategies and supply the talent that they need to deliver their products and services. So I would say, no significant change, still positive on the future and maybe a little bit more optimistic or less pessimistic about a possible downturn.

And then just one last question, Peter. As you look to transform Kelly, you've made a pretty large acquisition in MRP. And I'm wondering, does that mean for now or until you digest this acquisition that no more acquisitions? Or are you still looking? And are there opportunities that you'd like to pursue?

Well, I think we've got a large acquisition to manage in the near term. But that doesn't mean we're going to stop continuing to develop relationships and look for high-quality assets that could potentially complement the Kelly portfolio of businesses. We understand that the cycle time -- the lead time actually, of finding high-quality properties, developing a relationship, avoiding a bidding process takes time. It takes a lot of hard work to do that, and we will not let up on that regardless of the amount of work that we will also put into making sure that the acquisition of Motion Recruitment Partners lives up to its very significant upside.

Your next question comes from the line of Marc Riddick from Sidoti.

I wanted to sort of maybe follow up on the last question to some degree. I was sort of curious as to given the size of the transaction that we're looking at, is there sort of a general way we should think about how you're looking at your balance sheet, going forward, comfort as far as leverage levels, financial flexibility and the like?

Okay. So as we speak, we have $201 million of cash and about $300 million of additional financing capabilities. So $0.5 billion liquidity. If you look at the projections, we have post acquisition, we are going to go to probably 2.3, 2.4 debt-to-EBITDA for a few quarters, but rapidly going below 2 and then below 1.5. We still have a strong balance sheet, and I think we still have opportunities if we deleverage as planned to go back to acquisitions knowing the lag time you have between starting some relationship and when some of them may come into fruition. But balance sheet-wise, I mean the cash we have now -- the fact that our DSO now is at [ 58 ] days, which I think is great news, good management of working capital, cash flow generation, I think we are comfortable not only to get to this transaction with partly funding it in cash and the rest in borrowing, but we believe that we still have opportunities after that to continue on our inorganic journey, I think, pretty quickly, in fact.

Okay. That's very helpful. And then maybe sort of as a tangent to that, outside of this transaction, are there sort of any thoughts or views as to maybe what that overall -- sort of what we're looking at as far as the general pipeline as far as valuations, competition levels from private equity and maybe just the availability of attractive targets? Maybe you can sort of give us an update as to what you're seeing out there beyond the transaction you've already got on your plate now?

Yes. Thanks, Marc. I wouldn't say the landscape has changed significantly. We haven't reached maybe what I would call a thaw in the prior 12 to 18 months. There's still fewer properties on the market and those that are, not always carrying the quality. But I would say there is more discussions happening. There's more companies that are at least beginning to entertain discussions around possible combinations or exits, what have you. Private equity is still not at the level it was 2 or 3 years ago, but is beginning to show some interest in our space because I think people recognize that whatever the duration of this current industry environment is, it's not going to last forever, and there is likely going to be a fairly significant upturn at some point. And I think companies recognize that now is a great time to consider adding high-quality assets to their portfolio like we just did.

[Operator Instructions] And at this time, there are no further questions.

Okay. Greg, thank you very much for your help, and we can end the call.

Thank you.

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using AT&T Teleconference. You may now disconnect.