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Kelly Services, Inc. (NASDAQ:KELYA)

Q3 2009 Earnings Call Transcript

November 6, 2009 9:00 am ET

Executives

Carl Camden – President and CEO

Patricia Little – EVP and CFO

Analysts

T.C. Robillard – Signal Hill Capital Group

Ty Govatos – CL King

Tobey Sommer – SunTrust Robinson Humphrey

Phil Stewart – Citi

Mark Marcon – R.W. Baird

John Healy – Northcoast Research

Operator

Good morning ladies and gentlemen and welcome to Kelly Services third quarter earnings conference call. All parties will be on listen-only until the question-and-answer portion of the presentation. Today's call is being recorded at the request of Kelly Services. If anyone has any objections, you may disconnect at this time.

I would now like to turn the meeting over to your host, Mr. Carl Camden, President and Chief Executive Officer. Please go ahead.

Carl Camden

Thank you. Good morning and welcome to Kelly Services third quarter conference call. Before we begin, let me review today's agenda. I'll start with a few comments on current economic and labor market conditions; then address Kelly's earnings for the quarter as well as our performance by individual business segments.

Following that, Patricia Little, our CFO, will take you through our financials and detail the actions we've taken to reduce expenses. We'll conclude this morning with a few comments on what we are doing to strengthen Kelly's competitive position during what has been a difficult period, and then we will open the call for questions.

Let me remind you that 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 please refer to our 2008 10-K for a description of the risk factors that could influence the company's actual future performance.

While the global economy remains difficult for the staffing industry, the third quarter concluded with more positive underpinnings than when we reported our second quarter results. At that time, we talked about seeing some early signs of stability, and I'm pleased to report this moderating trend continued for the third quarter. And while there's been no big bounce, it's fair to say conditions and trends over the past few weeks are slowly and modestly improving. I think it's unambiguous that we are now in the early stages of our economic recovery with staffing market beginning its upturn.

As I read this quarter's earnings announcements and forecast, it's clear that the pace and sustainability of this recovery remain uncertain. And as you know, it's fairly typical for noise, confusion and conflicting data to accompany the initial period of any recovery, and that's been the case thus far. The fact of the matter is, the fundamentals of the global economy are showing improvement.

For the staffing industry, job creation will bounce around a bit, good numbers in today's BLS report, even in a growing economy. Given the length and depth of this recession, employers are understandably weary about increase in their workforce too quickly. Unemployment will probably continue to nudge upward for a while longer as companies adjust.

What's more, employers are adding back hours for their existing employees and bringing back their own furloughed workers before they begin to hire; all of which means that demands for new jobs, including temporary staffing could be moderated for a while. Since December 2007, when the recession began, the U.S. economy lost about 7.2 million jobs or 5.2% of the workforce.

But since mid-year, the rate of job loss has been steadily slowing. The third quarter, particularly in August and September, showed the fewest number of jobs lost this year; and again, the October report showed an even lower rate of job loss. Professional and business services, a large sector, representing 16.6 million employees lost only 18,000 jobs in October.

The temporary staffing industry is also showing modest improvement. In this recent report this morning, we showed a 34,000 increase in the number of employees in the temporary services category. In fact, we've now had two months in a row where we're seeing an uptick in the temporary penetration rate; this month, that was 1.37%.

There are other positive signs. Kelly has now experienced five consecutive months of increased demand in our Light Industrial staffing and Office Clerical seems to have reached the bottom. As we move into the fourth quarter, LID continues to show some seasonal momentum as does our educational staffing.

While our sales remain significantly behind last year, we are seeing some improvement. The third quarter brought nearly a 2% sequential increase in revenue, and our perm placement and temp to perm conversion fees moderated compared to the second quarter's decline.

Nevertheless, shifts in business and customer mix, combined with fee decreases, negatively impacted our profit margins for the current quarter on a year-over-over basis. Given the current environment, it comes as no surprise that Kelly's financial performance was again adversely affected. For the third quarter, we reported a loss from operations of $28 million. That compares to $15 million operating loss in the third quarter of 2008.

This economy has tested us like no other time in Kelly's history, but our losses have been lessened by our significant cost cutting actions. Patricia will provide you with an update of those initiatives and talk more about the effects they've had. But first, let me review the operating results by business segments, beginning with Americas Commercial, which represents 45% of our revenue.

Reported revenue in Americas Commercial fell 25% year-over-year in the third quarter, a slight improvement from the 28% decline in the second quarter. The year-over-year decline improved each month during the quarter. Sequentially, revenue in the third quarter was about 1% lower than that in the second. This compares to a sequential drop of roughly 5% for the same period last year.

On a positive note, our government business has been growing sequentially for several quarters now. And further, we reported last quarter that we have seen that start of sequential improvement in light industrial staffing. This upward trend accelerated in the third quarter and has continued through October. And in the last several weeks, our office staffing activity has stopped falling and we are seeing the beginnings of a slight sequential build.

Our combined temp-to-perm and direct placement fees were down 61% year-over-year for the quarter, a slight improvement over the 71% year-over-year decrease in the second quarter. On a sequential basis, placement fees in the third quarter were up 26% compared to a very anemic second quarter, and about the same as in the first quarter.

The sequential growth in our conversion fees exceeded that of direct higher fees. We are encouraged by the improvement and expect the placement fee performance will be volatile over the next several quarters and lag that of our temporary staffing activity.

Kelly's gross profit rate continues to be negatively impacted by the year-over-year drop in placement fees and the growth in Light Industrial staffing. For the current quarter, the gross profit rate was 14.4% or 90 basis points lower than the same period last year. Sequentially, this represents a 50 basis point drop in the second quarter of 2009. This decline was primarily due to business and customer mix, particularly the growth in our Light Industrial business and the seasonal drop in our Educational Staffing, as well as higher workers compensation cost resulting from fewer favorable adjustments to prior year claims in the third quarter.

We remain highly focused on tight expense control in our Americas Commercial segment and have reduced spending this quarter by about 19% compared to last year. Sequentially, expenses in the third quarter are about 1% lower than our spending in the second quarter. And during the quarter, we incurred roughly $1.3 million of severance and $400,000 related to the closure of 16 additional branches. We continue to rationalize our branch network.

Negative expense leverage on the 25% revenue decline resulted in a year-over-year loss of nearly $600,000. However, let me point out that in spite of this very difficult economy and a slight sequential drop in revenue, Americas Commercial has remained profitable on all three quarters this year when you exclude employee and lease termination costs.

Now, onto Americas Professional and Technical, representing about 18% of company revenue. PT revenue dropped by 18% for the quarter, slightly better than the 21% downturn we experienced in the second quarter. Intra-quarter year-over-year revenue was down about the same each month. Sequentially, revenue in the third quarter was about 1% lower than that in the second. Last year, the sequential drop in the third quarter exceeded 4%.

Taking a closure look at our PT segment, for the third quarter, we saw low single-digit sequential growth in our Science, IT and Engineering businesses. Our Healthcare and Finance businesses showed the largest sequential declines as our customers continued to retrench.

Combined temp-to-perm and direct placement fees for Professional and Technical were down 57% year-over-year for the quarter. This is about the same as the year-over-year decline we saw in the second quarter.

Lower year-over-year fee performance is found across all of the PT businesses, and sequentially placement fees were down about 3% compared to the second quarter. Direct hire fees held up better than conversion fees.

For the entire segment, our gross profit rate was 15.4%, down 120 basis points from the same quarter last year and down 110 basis points from the second quarter. The year-over-year decline was attributable to lower placement fees and customer mix. The sequential drop was due to customer mix and weaker performance in our higher margin businesses. As you many recall from our second quarter comments, our law business completed several short term projects in the second quarter, positively impacting that quarter's GP rate.

For the quarter, expenses decreased by 15% year-over-year. And sequentially, we were successful in reducing our spending by an additional 3% in the quarter. Our expenses are now at the lowest level in the last seven quarters, and included in the third quarter expense is $200,000 of employee and lease termination costs.

PT earnings were down 53% in the third quarter, about the same as the 54% decline we experienced in the second quarter, but we are pleased to post solid earnings on lower revenue.

I'll now turn to our EMEA segment, which comprises 25% of our revenue. After seeing significant revenue declines in EMEA Commercial for much of the year, revenue seems to have stabilized in the third quarter. On a sequential basis, reported revenue for the quarter increased 8% and 3% on a constant currency basis. Reported revenue was down 36% in the third quarter compared with the prior year. And on a constant currency basis, revenue was down 30%.

For the remainder of my EMEA discussion, all revenue results will be discussed in constant currency. During the last 12 months, Eastern Europe has been holding up better than Western Europe. More recently in the third quarter, we saw sequential revenue increases in some Western European countries, particularly France, Switzerland and Germany, and the UK was about flat sequentially. However, continued slowing in Russia this quarter negatively impacted Eastern Europe.

Turning to fees, revenue for the quarter was down 60%. This was primarily driven by fee declines in the UK, Russia and Switzerland. The quarterly GP rate was 14.9% compared to 17.8% last year and 16.2% for the second quarter. The year-over-year decrease was mainly driven by the reduction in placement fees and the French Social Security credit received in the third quarter of last year.

In addition, we are seeing the effects of pricing pressure primarily in Russia, as well as shifts in business mix across much of the region, which accounted for the sequential drop in GP from the second quarter.

Excluding the Portugal acquisition, expenses were down 34% year-over-year. Expenses were down 1% sequentially from the second quarter. This is a direct result of our continued focus on branch consolidation, workforce reductions, and ongoing productivity improvements.

EMEA Commercial reported an operating loss of roughly $5.6 million for the quarter, which includes $1.7 million of employee and lease termination cost, and this represents a sequential decline of roughly $300,000 compared to the last quarter.

EMEA Professional and Technical, which is about 4% of total company revenue, improved this quarter, increasing on a sequential basis by 10%. On a year-over-year basis, revenue was down 11%. We are still seeing double-digit growth in Switzerland and Germany.

Fees in this quarter were down compared to last year by 34% or down 42%, excluding the acquisition of Toner Graham. The gross profit rate in this segment was 27% for the quarter compared to 29.3% last year. This decrease is due to lower perm fees. On a sequential basis, the GP rate was up slightly from the 26.6% in Q2.

PT expenses declined by 20% compared to a year ago. Excluding acquisitions, expenses were down nearly 26%; and on a sequential basis, expenses were down 2% in the third quarter compared to the second.

EMEA's operating earnings had a loss of $132,000 compared to a profit of $417,000 last year. But this represents a sequential improvement of almost $1.2 million compared to last quarter. Our APAC region which comprises 7% to total company sales is also seeing encouraging signs of economic growth and labor market stabilization.

On a sequential basis, commercial revenue in APAC increased 7% during the third quarter compared with the second or 2% on a constant currency basis. Year-over-year, revenue was down 16% for the quarter and on a constant currency basis revenue decreased 12%.

The gross profit rate was 14.5% compared to 17.3% last year, a 280 basis point decline. The decline was largely due to the reduction in perm fees in Australia, New Zealand, Singapore, and Malaysia. The GP rate was, however, down very slightly sequentially from Q2. Losses from APAC Commercial operations were $1.2 million compared to a profit of $200,000 in the third quarter last year.

Professional and technical staffing within APAC also showed signs of stabilizing. Sequentially, third quarter PT revenue grew by 17% over the second quarter. On a year-over-year basis, PT revenue declined 30% for the quarter. And on a constant currency basis, revenue declined by 28%. Gross profit declined by 90 basis points year-over-year in the quarter to 30.3%, and down 120 basis points from the second quarter.

The year-over-year decline was primarily due to reduction in fees, while the sequential decline was mainly attributable to shifts in both customer and business mix. APAC reported a loss in the quarter of $400,000. On a combined basis, expenses for the APAC region during the quarter were down 20% year-over-year.

Our final segment is our Outsourcing and Consulting Group, representing 5% of total company revenue. OCG revenue decreased by 5% in the third quarter compared to the same period last year, but on a sequential basis, improved 5% from the second quarter. And I'm pleased that all three regions of OCG achieved quarterly sequential improvement over the second.

On a year-over-year basis, Europe and Asia continued to exhibit the largest declines of 23% and 19% respectively. However, this was a significant improvement over their second quarter declines.

The Americas OCG revenue declined by 3% in the third quarter on a year-over-year basis. As we've seen for much of the year, revenue declines were most pronounced in our Recruiting Process Outsourcing practice in both the U.S. and Europe, and our Executive Placement business in Asia.

I'm encouraged that we're now starting to see pickup in RPO activity from existing customers along with new account wins. Our Executive Placement practice is also showing credible signs of improvement, with third quarter revenue increasing sequentially by 22% compared with the second quarter.

On the other hand, the Ayers Group, our career transition and outplacement unit, reported year-over-year revenue growth of 7%, down from the 36% growth we saw in the second quarter.

OCG's total gross profit rate was 26.1% for the quarter compared to 32.8% for the same period last year. Sequentially, this represents about a 290 basis point drop from the second quarter. The reduction is attributable to shift in business mix as revenue is growing faster in the lower margin BPO businesses compared to the higher margin units such as RPO and CWO.

In addition, our margins within RPO declined both year-over-year and sequentially due to customer mix. For the third quarter of 2009, expenses were down 5% year-over-year, and on a sequential basis, expenses were 2% lower than the previous quarter. We continue to look for ways to rationalize our cost structure without jeopardizing our ability to meet future customer demand. On a combined basis, OCG lost $3.7 million in the quarter, slightly higher than the $3.2 million loss in the second quarter.

And now, I will turn the call over to Patricia, who will cover the quarterly results for the entire company.

Patricia Little

Thanks, Carl. I'll start with our third quarter operating results. For the quarter, revenue totaled $1 billion, an increase of 2% compared with the second quarter, but still down significantly compared to the prior year.

During the quarter, we saw sequential increases in EMEA, APAC and OCG, while the Americas was still down slightly. Our gross profit rate was 15.8%, a decrease of 180 basis points compared to last year. The decrease was caused primarily by a significant decline in fees as well as a reduction of our temporary margin.

Worldwide, our fees declined 48% year-over-year, which compares to a 52% year-over-year decline in the second quarter. Our average temporary margin has been impacted by shifts in our business and customer mix, as Light Industrial's proportion of our business increased compared to clericals, and as large corporate customers' proportion increased compared to retail. This is just what we would expect at this point in the economic cycle.

Moving onto selling, general and administrative expenses, our expenses were down 26% or $66 million on a year-over-year basis. During the quarter, we revised our estimates of the ultimate costs of open litigation, and as a result, increased our legal reserves by $4.3 million.

In addition, we have continued our efforts to reduce our cost structure, and as a result, incurred an additional $4.4 million of lease and employee termination charges. These charges totaled $0.17 per share.

I want to point out that last year's third quarter included a $22.5 million charge for litigation expense, as well as $2.2 million of lease and employee termination charges. These charges in last year's third quarter totaled $0.46 per share. Excluding these items, we were successful in reducing our SG&A costs by 22% or $51 million on a year-over-year basis. Sequentially, expenses were down $4 million, or 2%.

Also excluding legal and lease and employment termination charges, expenses were down in every segment year-over-year. SG&A expense decreased by 19% in the Americas, 33% in EMEA, 20% in APAC, 5% in OCG, and 11% in our corporate headquarters.

Let me take you through the detail of where we've reduced our costs using the same format from last quarter. First, the structural reductions we take as we continue to right size our business by evaluating our operations around the world and reducing the number of permanent employees in branch locations as appropriate.

Over the past five quarters, we've reduced the number of full-time employees by approximately 1600 people and we closed, sold or consolidated about 130 branch locations. This is an additional 300 people and 30 branch locations compared to last quarter. We've made changes in virtually every operation around the world, with the more significant adjustments occurring in the U.S and Europe.

These structural actions reduced our year-over-year SG&A costs by $31 million in the third quarter before the associated severance and lease termination expenses. We are not done in this area and will continue to reduce activities in locations that we believe will not impair our ability to compete as the global economy strengthens.

Second, as I have discussed in prior quarters, we've taken a number of compensation related initiatives. These non-structural initiatives improved our year-over-year costs by $7 million in the third quarter. Year-over-year, they have a slightly smaller impact on last quarter, because we started to draw down variable compensation in the third quarter of 2008 as the economy contracted.

Third, we have reduced discretionary costs in areas such as travel and recruiting. These actions which will tend to reverse as business picks up, are worth $8 million in the third quarter. And finally, foreign exchange accounted for $6 million of the cost change year-over-year.

To summarize, SG&A costs were down by $66 million in the third quarter, of which $6 million was exchange. Structural reductions accounted for 31 million, but were partially offset by higher severance and lease expenses of $3 million. Compensation initiatives totaled about $7 million and other discretionary savings accounted for $8 million, partially offset by $1 million related to prior year's acquisition. The remaining improvement is the year-over-year change in litigation expense of $18 million.

In this environment, Kelly's success will be dependent on our ability to both grow with our customers, while simultaneously reducing our costs.

Moving back to the third quarter results, our loss from operations was $28 million, compared with a loss of $14.5 million in 2008. Excluding legal and employee and lease termination charges from both periods, we had an operating loss of $18.7 million in 2009, compared to operating income of $10.1 million in 2008.

Income tax benefit in the third quarter was $14.8 million on a pretax loss of $29.6 million. The third quarter tax rate benefited from non-taxable income from the cash surrender value of life insurance policies used to fund the company's deferred compensation plan and from deductible foreign losses. Diluted loss per share from continuing operations totaled $0.43 per share compared to a diluted loss per share from continuing operations of $0.33 in 2008.

Turning to the balance sheet, I'll provide a few highlights. Cash totaled $91 million, down $27 million compared to the $118 million we held at year-end. During the three quarters, we repaid $35 million of debt. At the end of the third quarter, cash exceeded debt by $10 million, an improvement of $7 million compared to year-end.

Accounts receivables totaled $707 million and decreased approximately $108 million compared to year-end. For the quarter, our global DSO was 52 days, up one day compared to the prior year. Debt of $81 million is down $34 million compared to year-end, primarily due to the repayment I noted earlier. At the end of the third quarter, debt to total capital was a conservative 12%.

You may recall that we missed our debt covenants for the second quarter and received waivers on all of our outstanding debt agreements. During the third quarter, we completed negotiations on a new revolver and entered into a three-year agreement that provides us with $90 million of committed funding capacity. The new facility is secured by our general assets and accounts receivable. The covenant structure has been altered to provide the company with additional flexibility to restructure the business.

We also amended our long-term loans to make the covenant structure and pricing match the revolver. Maturities remain the same. We are in the process of completing an additional $100 million securitization facility with one of the banks. The project is progressing well and we expect to complete it in the fourth quarter.

Turning to our cash flow, net cash provided by operating activities was $41 million compared to $86 million last year. Although, we continue to benefit from reductions in working capital, the deterioration in operating earnings has had a significant impact on our cash from operations.

I'm encouraged by the signs of economic improvement that Carl noted. However, until the pace of the recovery is more clear, we will continue to focus on adjusting our cost structure while preserving our ability to compete.

I'll turn it back over to Carl for his concluding thoughts.

Carl Camden

Thank you, Patricia. As I've mentioned earlier, we believe that we're in the early stages of the staffing recovery. And as typical in the early stage, the shape of this recovery is uncertain. We'll feel more confident once temp volumes show sustained sequential increases in a meaningful way, average work hours increase and overtime hours increase.

But on a longer-term basis for many employers, the length and severity of this recession has sparked a change in the way they will manage their workforce going forward. I'm inclined to believe that we utilize a greater proportion of temporary workers rather than returning to their old hiring practices.

In the mean time, as Patricia has noted, we've made a number of strategic moves to adjust our business size and structure to meet the changing market. We've realigned our headcount, reduced our workforce by roughly 16%, and streamlined our operational organization.

Our cost cutting initiatives have already yielded nearly $150 million savings year-to-date. And because many of these changes affect our infrastructure, they are permanent in nature and should provide immediate leverage as the recovery gained stream. There's no doubt Kelly is a leaner, agile, more focused company today.

Going forward, we'll tend to draw on our considerable assets. We've done an excellent job of reducing cost, but as Patricia noted, we are actively seeking out additional operational efficiencies across the entire organization. We've continued to maintain a strong balance sheet and secured new credit facilities even during this protracted recession. With little bit of solid financial position and available liquidity; Kelly has preserved flexibility and the power to generate growth.

We have high customer satisfaction ratings. We've won several new customers in a very difficult and competitive environment. And although new customers are generally yielding lower volumes, they will grow once business conditions improve. And we've made considerable progress in expanding into high margin professional and technical fields, education, science, healthcare and engineering just to name a few. As labor conditions improve around the world, we expect to see an even greater demand for this specialized talent.

And we are continuing to invest in our outsourcing and consulting group. Increasingly, we expect to use OCG as a means of strengthening global relationships, delivering workforce solutions and helping our customers manage their talent.

Very recently, we entered into new customer partnerships, specifically to manage global contingent workforces. These new accounts total an additional $1.4 billion of annual spend under management, a very nice validation of our investment in OCG and growing emphasis on fee-based services.

Yes, our third quarter financial performance is not acceptable, but we continue to believe that the outlook for Kelly is positive and that the long-term prospects are excellent. I'm confident again that we are at the front-end of the upturn.

The economy is poised to grow, optimism is spreading, employment has stabilized and temporary staffing demand is beginning to increase. As that happens, Kelly will rebound to profitability.

This concludes our formal comments this morning. Patricia and I will now be happy to answer your questions.

Question-and-Answer Session

Operator

(Operator instructions) And first go to the line of T.C. Robillard with Signal Hill Capital Group. Please go ahead.

Carl Camden

Hi, T.C.

T.C. Robillard – Signal Hill Capital Group

Great, thank you. Good morning Carl. Good morning Patricia.

Carl Camden

Are you arranged, by the way, to always be the first caller?

T.C. Robillard – Signal Hill Capital Group

Yes. It's not like that on all calls. So, I just figured you guys might like me more than everybody else.

Carl Camden

Absolutely. What can I do for you T.C.?

T.C. Robillard – Signal Hill Capital Group

I just wanted to make sure I'm understanding correctly, the fact that revenues were up sequentially, but gross margins down even though perm was flat quarter-to-quarter, it sounds – is that purely mix related or was there any type of incremental pricing pressure that you guys might have seen?

Carl Camden

If there was significant incremental pricing pressure, we would have talked about it. We did specifically talk about it as an example in the case of Russia. In general, T.C., if I can be really simplistic, because there's – there were different stories by segment, but in general as the recovery begins, it is the lower GP type of products that recover first. And as an example, Light Industrial, which we talked a lot about in the U.S. has been rebounding nicely and steadily. But, as you have a rebound there and you don't have a rebound in some of the higher priced PT or even office side, it just changes your mix.

T.C. Robillard – Signal Hill Capital Group

Okay. And then how – and I know this is going to be challenging because no two recessions, no two recoveries are alike. But, how should we be thinking about the proportion of Light Industrial as we're going through this? And I guess what I'm trying to get a sense for is, how much more deterioration do we see in that gross profit line even though it looks like revenues should probably start to grow slightly sequentially?

Carl Camden

That's a fine question and it just depends on the model. I don't, I have to tell you, we don't know. We very specifically said that we saw stabilization and the slight beginnings of upturns in office clerical. But obviously, if you are talking now just specifically about Americas Commercial GP, until the growth rate in office staffing is at least as high as the growth rate in Light Industrial, it will be tough to not see some deterioration in GP lines until the placement fees and conversion fees bounce back. That's just a mathematical outcome of the progression of what type of jobs bounce back first. But, I don't have the crystal ball to tell you what the – how fast one recovers versus the other. But right now, LID is bouncing back steadily and we are just beginning to see the stabilization and slight improvements in office clerical.

T.C. Robillard – Signal Hill Capital Group

Okay. Yes and now I understand there is definitely a lot of moving parts for you guys, particularly given the global nature of the business. I guess how much – specifically in Americas Commercial, which is one of the larger segments, how much of a head start has LID had on office clerical? I thought you said it was like about five months or so, am I, did I hear that correctly in your prepared remarks?

Carl Camden

Yes, that's correct, T.C.

T.C. Robillard – Signal Hill Capital Group

Okay. And then just lastly and I'll hop back in the queue, Patricia, should we be looking at the $189 million, $190 million ex the legal fee as kind of a good base case for SG&A as we are going forward, and then obviously growing that on a variable basis with however we are going to model revenues? I mean, is that a decent enough base or do we think that there is going be some incremental cost cuts that will flow through into the fourth quarter?

Patricia Little

It's a good start point. We do plan to continue to reduce our costs during the fourth quarter. We have plans and actions underway, as I mentioned in my remarks, to keep looking at streamlining our cost base. So, we would hope to do even better next year.

T.C. Robillard – Signal Hill Capital Group

Okay. It's fair to say though that the – that the large scale reductions are probably behind you guys now, it's just – it's more just slight incrementals?

Patricia Little

Yes, if you sort of think about the way I've characterized our cost reductions in terms of structural, that's where we are continuing to work on and expect to see improvements. If you look at comp related, there is not, we can't go lower than where we are today sadly or maybe happily depending on your point of view. The discretionary cost cuts, again, I really don't see us going lower than where we are today. We've cut it to the point that there is just not much more to get, and then as you said, ex the legal and those sorts of one-time things. So, if you think about that, no, we can't make the kinds of reductions that we made this year just because we don't have the same tools left to us. It's the structural that we will continue to focus on. And frankly, that's the right place because that leads to the longest term value creation for the enterprise.

T.C. Robillard – Signal Hill Capital Group

Yes, and I mean, it just seems –

Carl Camden

(inaudible) up in here?

T.C. Robillard – Signal Hill Capital Group

Yes, sure.

Carl Camden

Okay. Thank you.

Operator

And we have Tobey Sommer with SunTrust Robinson Humphrey. Please go ahead.

Carl Camden

Hi, Tobey.

Operator

Tobey Sommer, your line is open, perhaps if you take yourself off mute. And we will move on, we'll go to Ty Govatos with CL King. Please go ahead.

Carl Camden

Hi, Ty.

Ty Govatos – CL King

How are you fellows?

Carl Camden

Doing well. How are you doing?

Ty Govatos – CL King

Okay. Well, as well as can be expected in this environment, but it's looking better. These are more housekeeping questions. Where were the legal costs, all in the SG&A?

Patricia Little

Yes.

Ty Govatos – CL King

Okay. You identified $4.4 million of termination in lease cost?

Patricia Little

Yes.

Ty Govatos – CL King

Also SG&A or all over the place?

Patricia Little

In SG&A.

Ty Govatos – CL King

Well, that makes it simple. What would you use if I wanted to break those out as kind of a tax rate? I guess I could back into it.

Patricia Little

I've never done it that way, frankly, to look at sales costs with their own tax rate. Clearly, the – some countries we have valuation allowances and those tend to be the ones where we're restructuring the quickest.

Ty Govatos – CL King

Okay.

Patricia Little

So, it's clearly a mixed bag.

Ty Govatos – CL King

Fair enough. How about shares outstanding on a diluted basis for the quarter?

Patricia Little

I'm looking, 34.9.

Ty Govatos – CL King

You've exhausted all my questions.

Carl Camden

Thank God.

Ty Govatos – CL King

Well, let me try out one more, I'm not sure if you'll answer. Historically, the margins on the Clerical have been about 1.5 times Light Industrial, does that still hold or has it radically changed in this market?

Carl Camden

And to answer, I will just say there hasn't been a radical changing of margins – unlike the last recession, I've not seen any restructuring of margins inside the industry. It's been actually fairly steady. I've been surprised at that.

Patricia Little

Ty, if I can go back, if you were trying to work the cents per share for the legal and the termination costs, we did mention that was worth $0.17 for the quarter.

Ty Govatos – CL King

Yes, no, I just – I'll just use that one. I can back into the rest of the numbers.

Patricia Little

Okay.

Ty Govatos – CL King

Patricia, thank you very much. I appreciate it.

Patricia Little

Sue.

Operator

And we will try going back to Tobey Sommer. Please go ahead.

Tobey Sommer – SunTrust Robinson Humphrey

Thank you very much. I appreciate that, sorry. I had a question about other leading indicators that I don't think you mentioned in your prepared remarks. If you did, I apologize. How should we think about the hours worked that – we got all the BLS, I guess it's unchanged, and wondering if you are seeing anything in your book of business and in all the data you get to see that may differ somewhat with what the BLS churned out today? Thanks.

Carl Camden

Generally, you would see, in terms of speaking generally, you would expect to see staffing firms hours per – Sommer, hours per work week would increase more quickly than it would for the permanent employment base. We have – I didn’t talk about in here the – our works per work week. But, I will tell you, we have not seen any deterioration. It's at a nice point one that would be indicative of – and depict [ph] the type of growth we are beginning to see sequentially and that the BLS numbers are showing for the industry.

Tobey Sommer – SunTrust Robinson Humphrey

Okay, in terms of the outplacement business, I was wondering if you could describe how it performed sequentially and if you would expect that to be a decline there or a stable period as opposed to growth. Is that generally coincident with a reacceleration sequentially in temp, or if you would expect there to be some sort of lag where the outplacement business would kind of slow down and then a quarter or two later, you'd see more substantial momentum building on the temp staff?

Carl Camden

You know what, if you want the most honest answer, we've not had a long period of experience with outplacement. We didn’t have outplacement services in the last down part of the cycle, in the last recession. I'm highly interested myself to watch and learn. That’s not an answer, an area where I think that we would view ourselves yet as credible experts as to exactly how that’s going to play out. But, in general terms, we know that outplacement is counter cyclical. We know that there is always an ongoing basis of activity. But, I think they’ve hit the peak in demand and as you see, less and less job displacement in countries. You'll see decreasing demand for some of those services. Beyond that, you'll do better to ask some of my colleagues at other firms who've got a little bit longer experience in the category.

Tobey Sommer – SunTrust Robinson Humphrey

And then specifically, in terms of the sequential performance, was it a – I think you quoted a year-over-year rate of growth. Was is sequentially down or did the year-over-year growth just decelerate?

Carl Camden

You know what, I don’t have that information here and we didn’t talk about it on the script. So, I have to look and see and we’ll find out.

Tobey Sommer – SunTrust Robinson Humphrey

Okay. Is that something we could follow up with afterwards?

Carl Camden

Yes.

Tobey Sommer – SunTrust Robinson Humphrey

Okay.

Carl Camden

Actually, I was looking around the table here to see which way heads nodded. The answer is yes.

Tobey Sommer – SunTrust Robinson Humphrey

Yes, okay. And then I had a specific question. I wondered if you could comment on what business is like in the U.K. which had been a market that was hit really hard. You guys over the last couple of years have taken a lot of action there and I was just kind of curious to as the market has been so severely impacted what the behavior has been like, the customers? Thanks.

Carl Camden

The U.K. was not a market that we identified showing sequential increases like we talked about Switzerland and France, as examples. It was a market that we described as approaching stability. But, we've done – again, I'm cautious on using Kelly as a read on the U.K. market. We've done significant repositioning in the marketplace. We have streamlined our organization and really have started focusing on more specific niches there. So, I would again say we're not as good of a read on the U.K. market. We were happy with stabilization, happy to see decreases in the losses experienced there and we look forward to it be an improving market. But, again, I think that's another case where you would be better to pick a read on that market from someone else.

Tobey Sommer – SunTrust Robinson Humphrey

And then my final question relates to a comment that you made in your prepared remarks about perhaps employers' behavior changing as a result of the severity of this downturn and thinking about how they rely on and utilize temporary staffing as a part of their labor mix. Do you have a thought about how that change in behavior could impact different parts of the business, such as the professional side? Is that where expect to see more of a change or is there a kind of equal opportunity for kind of heightened reliance across commercial, light industrial and professional? Thanks.

Carl Camden

No, I think, Tobey, that just given the structure of – again – as I look at the structure of the workforce and much of the industrialized world, insufficient demand, insufficient production of college-degreed individuals, insufficient demand of professional and technical-trained folks. That trend was there prior to the recession. It's going to come back dramatically post-recession. Opportunities are always going to be greater in the industrialized world for the next decade or two in the professional and technical space just given demography. I think that in terms of greater reliance on an office clerical, light industrial, even in parts that we don't do business in, in heavy manufacturing and so on, I think there will be good opportunities emerging, increasing opportunities, but not at the pace that you'll see in professional and technical.

Tobey Sommer – SunTrust Robinson Humphrey

Okay. And then, I guess, I said that's my last question. I'll ask one more. There was recently some significant M&A in this space and I was curious about your broad perspective on consolidation over the next year or two, not even specifically addressing Kelly, but would you expect that activity to pick up in a meaningful fashion now that you're seeing some stability and sequential improvement in your own business?

Carl Camden

I've now been in the industry 16 years and we always expect consolidation – and some years, we get it; and some years, we don't. Over a long period of time, there will be increasing consolidation in the industry. There has been and will continue to be. What's been interesting, as you know, is that the category keeps expanding almost as best as the consolidating activity comes. The rise of OCG services as an example, the whole contingent workforce outsourcing, that's become a very large part of what we do and others do as a whole brand new addition to the category. So, I think consolidating activity will continue. I think it usually has a pickup in pace in the early stages as recovery of certain firms find themselves in trouble generating working capital. But, I think that the category will grow almost as fast as the consolidating activity. So, there will be lots of opportunity.

And if I could come back, before we move on, in terms of Ayers, revenue was down sequentially which is again what you would expect as you see declines in the pace of job losses.

Tobey Sommer – SunTrust Robinson Humphrey

Thank you very much.

Operator

Our next question is from Ashwin Shirvaikar with Citi. Please go ahead.

Carl Camden

Ashwin, I haven’t talked to you in a while. How are you doing?

Phil Stewart – Citi

This is actually Phil Stewart in for Ashwin. How are you guys doing?

Carl Camden

I haven’t talked to him for a while though. How are you doing, Phil?

Phil Stewart – Citi

Good. I was just wondering if you guys could quantify some of the benefits from the 4.4 million employee lease termination actions in the quarter.

Patricia Little

I won't give you a number. But, in general, we expect the pay back to that to be less than a year.

Phil Stewart – Citi

And then, will there be further restructuring charges in the fourth quarter as well?

Patricia Little

Yes.

Phil Stewart – Citi

Okay. Moving on to the gross margin a bit, state unemployment tax rates are expected to rise next year. I know there is still uncertainty in this topic. But, I was wondering if you could maybe help frame what percent SUTA costs are as a percent of revenue today and perhaps talk about how the impact hit you guys in the prior cycle?

Carl Camden

I think that I would like to wait a quarter before I begin talking more definitively about SUTA. We know rates are increasing; we know that – we have already begun working with customers, some have already agreed for those projected rate increases to move into their new pricing. We need to – I think in another quarter, we will be able to give a much more definitive response as to how we see that unfolding. It’s murky now because of the states. Many of the states don’t even know what the rates are going to be. We just know a generic they’re going up and there’s still a lot of uncertainty about exactly what types of support aspects of government programs are going to provide the states in terms of some of the unemployment costs. So, it’s a very good question Phil. If I can defer that for one quarter, we’ll come back more definitively then.

Phil Stewart – Citi

Is there some sort of historical context that you can provide? Were you were able to pass on the full SUTA impact in the prior recession?

Carl Camden

If you go back and you look at those calls, we had a set of contracts that were not set up to enable us to pass along costs. We talked about – for us, it was a long and unpleasant battle through there. We also talked about building a set of contracts at that time that would allow us to pass through SUTA cost. We have done so and regardless of whether there’s perfection in that process or not, we expect to do much better in this cycle dealing with SUTA costs than we were in the last one.

Phil Stewart – Citi

Okay. And then lastly, you mentioned the working capital constraints will begin to pick up in the industry. Do you guys feel that the negative working capital impacts of growth could constrain you, given the balance sheet at this point?

Patricia Little

No, I don’t. When I look at our overall liquidity and availability of credit and the way the borrowing base grows with receivables, I’m not particularly concerned about that.

Phil Stewart – Citi

Okay. Thank you very much.

Carl Camden

Welcome.

Operator

And we’ll go to Mark Marcon with R.W. Baird. Please go ahead.

Carl Camden

Hey, Mark.

Mark Marcon – R.W. Baird

Good morning.

Carl Camden

Good morning.

Mark Marcon – R.W. Baird

Just wondering if you could talk a little bit more about some of the trends that you are seeing on the light industrial side, specifically where the areas of greatest strength are, both from a geographically and an end market perspective? And then also, what are you seeing from the competition on the light industrial side? And specifically, are you starting to see some of the smaller players fade away, or are they becoming more desperate from a pricing perspective? How would you characterize that?

Carl Camden

Okay, let me pass through your questions – first off, geographically, northeast, southeast showing more signs of the pick up and use of light industrial van. For example, the Great Midwest here. So, we'd start there.

In terms of types, we are not into heavy manufacturing here. Our light industrial truly is light; we tend to see it more in distribution and a little bit inside the manufacturing base. But, for us, it's more of a distribution where we would see the play in light industrial.

Most, much of our competition, much of our business base is with national companies, national accounts and then after that when you get down to the local; it is a completely different story, city by city. So, I don't have any generic comment yet to make in terms of what we are seeing from regional or local players.

Again, relatively good price stability inside the America zone; doesn't mean that there is an occasional account where there is not some tough competition. But, reasonable behavior, reasonable competition inside the North American LID area.

Mark Marcon – R.W. Baird

Right. How would characterize the competition in Europe in LID?

Carl Camden

We are not sufficient – we do not have enough LID presence in Europe for me to comment there. Most of our presence in Europe is in office clerical placing, then professional/technical.

Mark Marcon – R.W. Baird

Okay. And then, just going back to the SUTA question. It sounds like what you're saying is, I mean not only have the contracts been changed relative to the last cycle, but you're already having the discussions and it sounds like your clients are understanding of the need to make changes.

Carl Camden

Speaking in broad overarching [ph] generalities, that would be more true. Of course, there are clients who are less understanding and those who've been through this before. The SUTA rate experienced in the last recession is very unsettling for the industry and for the clients.

Mark Marcon – R.W. Baird

Sure.

Carl Camden

I think at that time, we were facing the belief that there would be another recession, that the economy was going to continue to roll upwards and that we were going to have lower unemployment rates forever. That last recession trained a new generation of procurement and HR people to understand how social cost in the U.S. flow through a recession; that group well understands. So there are customers or people in charge who've not been through this before, sure, but conferences in the industry are dealing with this; customer conferences in the industry are talking about this. It is a different environment than it was at the end of the last cycle.

Mark Marcon – R.W. Baird

Great. And then, can you talk a little bit about – and this was touched on earlier but, just if you could further expand. You obviously have a core group of really large clients. What are the discussions like with them in terms of using a greater percentage of flexible staff given the uncertainties in the medical environment or the anticipation that there is going to continue to be volatility?

Carl Camden

I would frame that, in terms of a discussion, many of our larger customers are also now moving into the CWO space and are managing all forms of their flexible labor as a strategic resource for the company. So, not speaking specifically about temporary employees, but when I look at the mix of 1099 employees or independent contracts of various forms around the world, temporary employees, consultants and so on, I would say there’s a very high awareness of companies as to how many they use, a strong desire to manage it well and a general belief among the larger global companies that that proportion of their talent mix is going to increase versus that which comes from a permanent staff, as much because of change in attitudes among the workforce, change in demographics inside the industrialized world in combination with, what you were talking, about a desire to preserve even more flexibility by that workforce.

Mark Marcon – R.W. Baird

And then one last question, you've historically been quite close to the healthcare debates and you discuss it a number of times. Can you talk about, based on your current understanding and recognizing that you probably haven't reviewed the whole 2000 page document, which is going to continue to change, but how are you thinking about what – you're closer to it than a lot of us – how are you thinking the potential changes that could come in healthcare are going to end up impacting the industry?

Carl Camden

So for the industry, there’s two critical impact points. First off, we know that one of the growth inhibiting factors for the industry has been access to healthcare for our employees. On the other side, we also know that as you look at potential employer mandates, employee mandates, payroll tax base on and on, an area that right now is particularly fussy in this debate – we know that for staffing firms, in particular we have to pay attention to eligibility requirements; when do those get triggered. As an example, the industry is working very hard at making certain that the triggers for that type of an employer or employee mandate don’t take place until there's been a long period of engagement with the company.

Large numbers of temporary employees work two weeks, four weeks and then move out of that engagement. You can't be having employer/employee mandates being triggered with that low level of work. So, it's now down to being very careful, to making certain that this portion of the workforce is well represented in the debate. We are working very hard on that, as is the industry. We need to make certain there is access to those who work in this work style and we need to make certain that it's not done in a way that unintentionally makes it very difficult for staffing firms to operate.

Mark Marcon – R.W. Baird

With regards to the hours and the trigger points, do you feel like you are going to be fairly successful or the industry is going to be fairly successful in getting a proper level of representation and some common sense injected?

Carl Camden

Common sense is not typically a phrase I hear used in the same sentence with government.

Mark Marcon – R.W. Baird

Absolutely true coming for somebody who lived for years outside of D.C.

Carl Camden

We are well represented in the debate. We are well represented in the technical formation of the bill. I have learned never to predict an outcome.

Mark Marcon – R.W. Baird

Got it. Thank you.

Operator

And next, we will go to John Healy with Northcoast Research. Please go ahead.

John Healy – Northcoast Research

Hi, good morning.

Carl Camden

Good morning, John.

John Healy – Northcoast Research

You mentioned that – I thought you said 30 offices were closed and about 300 people let go during the quarter. How should we think about the pace of headcount reduction and the pace of office closures, as you're starting to see more stability at least building in some of your geographies? As we go into the fourth quarter and the early part of next year, should we continue to see similar type reductions or maybe should we see the moderation there?

Patricia Little

We’re still working through that for the fourth quarter. But, what we’d really like to do is get the bulk of the actions that we want to take behind us in the fourth quarter, so we can really be ready to launch what we think will a stronger 2010 with a leaner cost base.

John Healy – Northcoast Research

Okay.

Patricia Little

The pace, I think we will continue to see in the fourth quarter and I think it’s after that, that you'll see the pace really drop off, hopefully, as the economy helps us out a little bit.

John Healy – Northcoast Research

Okay, great. And then kind of sticking with office locations, have you guys looked at the opportunity with the shake out in the commercial real estate markets to begin to try to renegotiate leases or try to work on some things for office expenses, or is that not an opportunity that really presents itself to you guys?

Carl Camden

We never stop looking at that area. There are places we are able take advantage of it and places where the leases that we’re currently in make it difficult to do so.

John Healy – Northcoast Research

Should we think about that as an opportunity for you guys more next year on the SG&A line, or is it something that isn't that material at all?

Patricia Little

It’s just not going to have that quick an impact because, if you sort think that, most of the leases are about five years, so about 20% of them turn over. Our leases in Europe actually tend to be much longer than that. So, it’s not something that you're going to see a big SG&A impact on. Over the long haul, obviously, lower real estate costs will permeate through our SG&A line. But, frankly, probably offset by other things that'll swamp them. So, I wouldn’t look for big savings for that in 2010, for example.

John Healy – Northcoast Research

Okay, thank you.

Carl Camden

Thanks, John.

Operator

And your follow-up from Ty Govatos. Please go ahead.

Ty Govatos – CL King

I couldn't resist.

Carl Camden

I thought you were awfully short on the pass through.

Ty Govatos – CL King

Yeah, I guess the other one is you identified 3.2 million or the 4 plus million severance, can you break down what the other items were? I mean you gave us what the severance were for Americas Commercial, PT EMEA, but not the remaining divisions. Or would you rather have me call back for that?

Patricia Little

I'm just looking to see if I've got the right numbers here in front of me. The bulk of it was in EMEA; the remainder of the remainder [ph] was pretty much EMEA. It was a little bit – it was about not a less than $1 million in corporate.

Ty Govatos – CL King

Okay. So, it would be EMEA PT against everything else except for the $1 million in corporate and the other three that you broke down?

Patricia Little

Yes, because the –

Ty Govatos – CL King

That's fine; that will give you enough.

Patricia Little

Very small.

Ty Govatos – CL King

That brings me to the other question, kind of theoretical. When I go back and I look at your gross profits, I don't see any seasonal factors in there between the fourth quarter and the third quarter. It's a mix thing going back ten years. I would assume there for that going forward on a sequential basis, the primarily driver of gross margins would be mix.

Carl Camden

Yes, inside the U.S., we have a distorting of a traditional seasonal. We do RC [ph] in some seasonality in GP because our educational staffing business continues to grow; I mean it's growing as an example through this recession.

Ty Govatos – CL King

Great.

Carl Camden

But, on a general basis, you're very correct. Outside of placement fees, it's all going to be mix that will drive GP changes.

Ty Govatos – CL King

Okay, thank you again.

Carl Camden

Thank you.

Operator

And we have a follow-up from T.C. Robillard. Please go ahead.

Carl Camden

T.C.

T.C. Robillard – Signal Hill Capital Group

Hi, just real quick on working cap usage in the quarter seem to be a pretty sizable number relative to where you guys usually are when you have a working cap usage. Was it timing related with anything there or anything that that needs to be called out?

Patricia Little

We did have some of the litigation impact hit us in the third quarter. But, overall, I would say you can just see it mostly through because of the sequential pickup.

T.C. Robillard – Signal Hill Capital Group

Okay, perfect. Thank you.

Operator

And Mr. Camden, no further questions in queue.

Carl Camden

Thank you. And thank you all for joining the call and we look forward to the invariable follow-up we'll host. Talk to you later.

Operator

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation. You may now disconnect.

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Source: Kelly Services, Inc. Q3 2009 Earnings Call Transcript
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