Thank you for the invite.
Of course.
Let's start at a high level with Korn Ferry's strategy. The company has expanded well beyond executive search over the past couple of years, pushing into consulting, digital workforce solutions, recently acquired AMS, which I know we will talk more about. Can you discuss how this broader portfolio has changed Korn Ferry's growth profile and overall cyclicality?
Yeah. Part of the initial strategy in terms of expanding our solution set with our clients was really all about moving away from highly cyclical, highly transactional, monoline business into something that has more revenue durability, resilience, and so on. If you think about our executive search business, George, it converts from signing to closure within three months.
You constantly have to go out and sell the next search, whereas now, we have long-term relationships. At the end of the first quarter, we were about $1.9 billion in backlog. So that's work that we've sold but have yet to deliver.
Very different. Then with AMS coming on board, they have very large client relationships, and their backlog is about $1.5 billion. If you think about us at $1.9 billion, we're a $3 billion company. They're at $1.5 billion, and they're about a $650 million company. That shows you the size and scale of their client engagements. Today, we're going to have almost a $3.5 billion backlog.
Very different profile for our organization. Not to mention, when you look at the assets that we have and the services and solutions we provide, we basically fulfill every talent need that a client has. Not just finding a body when somebody leaves or they get terminated, but providing end-to-end talent solutions for clients.
Mm-hmm. Recently, the company has shifted to more of a regional operating model, carving the business up into the America, EMEA, and APAC, as the primary integrators of solutions across the company. What changes operationally under this new model, and how do you think it's going to improve execution and growth?
Yeah. So really what changes, this is all about becoming much more client-centric. In order to do so, you have to meet clients where they are, which is on a local basis. What we found over time is, Gary and I would manage the business, we were really focused on solutions. So I would go to Mathias, say, "Hey, what's going on in digital?" Or Lesley, "What's going on in consulting?" We were creating divisiveness within the business, so everybody became siloed. As we stepped back and we said, "Okay, that worked for us to a point, but it's not going to help us get to the next level. We have to bring our organization together before we split it up." The whole concept behind the regions was to do that and really focus on clients.
What we've done operationally now, Gary drives all of our go-to-market activities, and we get on a call every other Monday. We look at all the new business we've won. We look at all of our Marquee and Diamond accounts, all our must-win opportunities, and he got his whole leadership team doing that. No longer are we going, again, to the individual solutions and seeing what they're doing. It's what we're doing collectively as a team. On the operating side, that is where my responsibilities come in, and I still look at the business regionally and by solution groupings, because as I think about resource decisions and so on, it would be really hard to do it just at the regional level. So we've kind of broken it up, and that is the operating model that we have got in place that we are following now.
On the go-to-market side, if I go back to May 1 of last year, what we measure is what we call our business referrals. When one solution refers something to another solution, it was about 25%. We were stuck there for about four quarters.
As we started with this new operating model, we saw that start to ramp up, and we just finished Q1 at almost 29.5%.
Right.
We are seeing real kind of cause and effect, if you will.
On that topic of cross-referrals, where do you think that 30% can go to over time?
I would be surprised if we do not get it up to at least 35% at some point in time.
Yep.
Yeah. I think bringing AMS on, I think is going to be a real accelerant for us in that they're definitely the most buttoned-up company that we've bought. Really good talent in the organization, and their solutions sort of complement, even though it's some of the same stuff, they complement ours.
They're strong in financial services and we're strong in industrial. We have an Interim business where we place individuals. They have what they call contingent workforce solutions, where they're actually outsourcing the acquisition of contract labor. It's not like you're taking two things and just bringing them together. They're actually additive to each other.
Mm-hmm. Let's talk more about AMS, because it really does significantly expand Korn Ferry's workforce solutions. What made AMS the right strategic fit for the company, and why is this the right time for the transaction?
Yeah. They had been owned by private equity. I think OMERS was the most recent, was their third private equity, so it was probably about a 15-year period. They built a really nice business. They're very buttoned up, and I think they got themselves to the point where they were tired of getting ground down by PE.
They were looking for, how do we take this organization to the next level? We happen to have a phenomenal platform that we could plug them into. I think, as I said, the complementary nature of it just made sense at this point in time for us to do that.
Mm-hmm. AMS specifically adds contingent workforce solutions, early career skill creation, tech consulting, all of those solutions. Which capabilities do you think represent the largest incremental revenue opportunity for Korn Ferry?
Yeah. Maybe you get a different answer if you ask Gary versus me. I personally think the contingent workforce solutions.
As a CFO, if somebody came into me and said, "Hey, your contract spending is probably inefficient. You're probably spending more than you even think you are. I will take that over for you. We will get it all organized, and I am going to save you whatever, 6%, 7%, 8% a year." That is a fairly easy value proposition, an interesting one.
Gary's pretty excited about the ECC. It's the early career and campus recruiting. They do that primarily in Europe, and they service PwC, Deloitte, Goldman Sachs, firms like that. Bringing that over to the U.S., I think, is also a huge opportunity.
Mm-hmm. AMS is quite large. It's going to basically double your employee count, your colleague base.
Yeah.
Also expand your geographic presence to 120 countries. What do you think are the most important integration priorities given this scale? What are the potential execution risks as you think about the next year?
Yeah. I would say, one of the most important things that we're going to do is, obviously, we have to bring them onto our system.
We've got a great integration playbook to do that. Our plan is to have them flipped over onto our systems come May 1 of next year. It's going to be a heavy lift, but I'm extremely confident that we're going to get there. The team that I have in place is phenomenal. The one thing that I find very interesting about this is, we're $3 billion with about 9,000 people. They're $650 million with 8,000 people. But what they've done is they've created these Global Capability Centers, so in Pune, in Philippines, Monterrey. Us being able to leverage those-
I think is a real huge opportunity when we go through the integration aspect, because they've got very low-cost labor in those locations. That's what I'm excited about. I think the other, all the go-to-market activities, which again, that's kind of what Gary's driving is to me, that's the biggest opportunity coming through all this.
We talk about taking a business that's $650 million revenue, $100 million of adjusted EBITDA, and taking that up to $140 million within a year.
Very confident that we'll be able to do that. As we exit the one-year anniversary, the run rate of EBITDA at that point will absolutely be at the $140 million level.
Right. How would you characterize the growth of AMS standalone? Is the growth accretive, growth neutral to Korn Ferry?
I would say, if I go back and look at us historically and them historically, and I take out M&A for us.
I would say we're probably about the same.
Okay. Similar growth profile.
I think it's 6%, 7%.
Mm-hmm. Getting the $100 million EBITDA at AMS up to $140 million EBITDA for AMS in a year, how much of that $40 million growth comes from synergies, revenue synergies and/or cost synergies, and how much comes from just inherent growth within the business from scale, operating leverage, et cetera?
Yeah. Right now, we're just planning on getting there through synergy.
Synergies alone.
Synergies. Yeah.
Okay.
Yeah. I would say, we again, have a phenomenal playbook, so we are very confident we will get there. The lion's share of it early on will probably be more aligned to cost synergies.
They have got a lot of G&A costs. They had a lot of costs that the PE guys put on. That stuff just goes away.
We will have a lion's share through cost synergies. Then over time, as we become more familiar with them and they become more familiar with us, that is when we would see the revenue synergies kick in.
Mm-hmm. Makes sense. Can you walk a little us through the EPS accretion.
Yeah.
Dynamics near term.
Yeah.
And then longer term when you would expect it to be EPS accretive?
Yeah. When we initially did the modeling, the company that we buy, when you do the evaluation for the opening balance sheet, one of the assets that are on there is customer relationships.
For us, historically, those have been about 15% of the purchase price. In this case, we knew their relationships were stronger, so when we modeled it, we modeled it at about 20%. PwC does our valuation work. It actually came back at 33%.
Okay.
The amortization is higher than what we had anticipated. But if I step back from that, to me, that is actually a good thing because that means that those customer relationships are very valuable, right? That is what is important for us. If you look at where we are today and you look at what the guidance is for the second quarter, the EPS ticked down from, we did a $1.43 down to, we guided to a $1.35.
Their EBITDA covers the incremental amortization and so on. It is actually the incremental shares that we issued that make it dilutive. But if you step back and you take the $40 million tax-affected at our effective tax rate, it ends up with about $29 million in net income.
You divide that by 55 million shares, and you are creating $0.52, $0.53 of value right there. That assumes that we do not pay down any debt, we do not buy any shares back.
There is upside to that. Then when you start to get the revenue synergies, further upside.
First quarter is going to be EPS dilutive, but by the end of the first year-
Yeah.
EPS accretive.
Yes.
Got it. Let's talk a little bit more about revenue drivers for the company. Korn Ferry has now delivered six consecutive quarters of positive fee revenue growth. What are the more cyclical businesses of the company telling you, or currently signaling about the current economy and broader labor market?
Yeah, I would say that if you look at that 6% growth, a good chunk of it has been delivered through the talent acquisition businesses, whether it's executive search, Pro Search, RPO, or Interim.
We're starting to see a lot more confidence in hiring decisions being made. Each business is a little bit different. Executive search, you have, we call it Peak 65, but you have a lot of baby boomers who are reaching retirement age, and either they want to go off and do something different, or maybe they just want to work part-time. We're seeing a lot of volume through our executive search business. On the Professional Search side, we're actually adding fee earners. If you think about that business, George, executive search is probably a $5 billion or $10 billion marketplace, somewhere in between there.
Professional Search is about $25 billion, and our executive search business is roughly $1 billion today. Our Professional Search business is probably about $250 million. So there's an enormous amount of market for us to go after. On the Interim side, we're starting to see that business really pick up. I think if you look at our peer set, we're actually doing better than they are because of being part of the Korn Ferry ecosystem. It's real easy for people to refer work into Interim because kind of what we do, talent acquisition.
Mm-hmm. AMS will make that stronger.
Absolutely.
Within your search business, you've moved up market more. You're winning more deals that are senior level assignments.
Yeah.
What's your outlook for engagement volumes and pricing given that mix shift up market, and how much additional runway do you see from this up market shift?
I think from a pricing perspective, the pricing model stays the same. It's a third of the first-year cash comp. As you move up market, obviously you're dealing with people who make more money, so you get a higher average fee. We've seen that grow over the past four or five years. The one area that is part of what Gary does with this client centricity, so every day we get emails on all the new business we won the day before. At first it's like, "Oh man, I got to go through another 50 emails." But now, actually, as you pay attention to it, the one C-suite area that I'm finding really predominant now is CFOs.
I see a lot of CFO churn happening at this point in time. I think there's really good runway left in terms of people getting to the point where it's time to hang it up and go on and do something different. This Peak 65, I think, is in the early stages. I would say on Professional Search, again, we're playing at higher levels, so somewhat insulated from AI. I think some of the early narrative around AI was nobody was ever going to work again, and now you're back to, "Nah, that's not really, it's going to be more of an efficiency tool."
I think as people got the tool out into employees' hands, if you just let everybody do it to their own liking, how do you ever capture that productivity?
Because you are doing something different, I am doing something different. One of the things we are doing is I said to our guys, "Okay, we got the tool in everybody's hands, but now we got to figure out an organized way to capture that productivity." When you start to do that, and you start to look at a job and deconstruct that job, it is pretty easy to realize AI is not going to replace that job.
It might impact certain tasks, but it is not going to replace it. I think the pendulum has swung on the whole AI thing, and it is creating actually a tailwind for us, where I need people with different skills. It is creating new jobs that we have not seen in the past. On the Pro Search side, that is where I think we are seeing a lot of the uptick that, and volume that we are. I think Interim is, it went through a very rough time, declined for whatever it was, 36.
Right.
Months in a row. I think we are starting to see that pick back up again. Our RPO business, if I think about what we guided for Q2, they are back into triple-digit fee revenues now.
Mm-hmm. If we look at performance across the different regions, what would you say is driving the differences in performance across the Americas, EMEA, and APAC, and how would you characterize the pipeline.
Yeah.
In each of those regions?
I would say the pipeline for each of the regions is good. I would say Asia is probably the most impacted by the conflict in the Middle East.
Which early on kind of surprised me, but probably shouldn't have been. They're very reliant on resources coming through the Strait, and so they've really been impacted. That business for us is kind of just stable right now.
Not growing dramatically. Europe was somewhat immune to the Middle East. Now we are starting to see it have some impact. Our growth in Europe in the first quarter was about 4% or 5%. It was down, but about 4% or 5%. The Americas seems to just be chugging along as if the Middle East is not an issue.
Mm-hmm. Yep. If we look at performance within your talent and organizational solutions business, what do you think it would take for that business to accelerate in growth and potentially reach a target of double-digit growth?
Yeah. I think a couple of things. As we elevate the level of engagement that we are doing in that business, you are naturally extending the sales cycle. I think given some of the uncertainty with the Middle East and so on, the sales cycle that is longer already, people are taking longer and longer to sign deals.
I think we need resolution on some of the uncertainties that exist in the macro environment today. The other thing we have done in the digital business, we have an annual performance cycle that we go through, and we had a number of underperforming, call it enterprise sellers in digital, that we asked to move on. Hired new people on, and so they need some time to ramp up.
It is probably going to be through the end of this fiscal year before they really hit their stride. I think it is a combination of that and then the macro settling down a bit.
Mm-hmm. You've combined consulting and digital together into the new segment. Can you dissect how those two businesses are performing, if they're separating in performance or if they are growing similarly together?
Yeah. Both those businesses are growing similarly. We separated them, I do not know, cannot remember if it was five or six years ago, and the thought process was, well, if you isolate the digital business, it is going to help our trading multiple, and those businesses really belong together. In fact, I tell everybody there should never be a consulting engagement that does not include digital, and there should never be digital that does not include consulting.
Because digital is where we have all of our foundational assets. Think about data, IP, science, behavioral science. If our consultants aren't consulting around that, then what are they talking about, right?
Those two businesses really belong together.
I'm looking forward to it. We've got two good leaders now that are very collaborative. Lesley and Mathias get along really well. We just got to get the macro to settle down and have the new folks ramp up, and that business will be fine.
Yep. Recently, you launched your new Talent Suite, and that does have a benefit to your digital business and other parts of your business. Can you talk about how much Talent Suite should be a catalyst for Korn Ferry?
Yeah. I think one of the things I'm trying to get folks to do is to separate Talent Suite from digital.
It happens to be associated with digital because that's where the tech is built, if you will.
Right.
But it really supports the whole firm. If you think about everything that we do, all the assets that we have, whether it's assessments, it's pay data, it's development content, all of that lifts the entire firm.
What Talent Suite did is it put it all on a common platform and made it easier to access, easier to use. I think with the work that we're doing on AI, it's going to make it a lot easier to take bits and pieces and bring it together to create unique and interesting insights that nobody else can do because nobody has the type of data or assets that we have.
One of the things we're working on right now is repositioning that in the market, because I think there's a misconception that people think that this is Talent Suite, and it's not. Talent Suite's an enabling platform, and really what we're selling is talent intelligence.
That's the work that we're doing now on trying to reposition it.
But it should be, with any software you roll out, we had some stability issues. We're past all that now, and now we need to really just drive it into everything that we do in the firm.
Yep. You've seen some pretty healthy RPO new business activity in recent quarters. Can you talk about that? What's driving the new logo wins, and then within existing RPO contracts, how volumes are performing?
Yeah. Volumes are definitely coming back within the existing contracts. That's why they're back into triple digits in terms of fee revenue. We have a pretty differentiated offering. What that business has done over time, they've done a really nice job of integrating our foundational assets into their offering. So the assessments, like if you're going into a company, you're going to hire 1,000 people at this level a year, we'll take the top 25, assess them, and you create a profile of what good looks like in that organization.
As our recruiters are out recruiting for them, people that they're talking to take the same assessment, so when we show up, you have resumes of individuals that look like what good looks like in that organization. They bring our pay data into the offering.
We know if you only want to pay somebody, whatever, $60,000 a year or $70,000 a year, it's going to take longer because the standard is actually $85,000.
All of that intel we bring into the recruiting process gives us a bit of a differentiated offering.
Mm-hmm. Your largest clients are known as Marquee and Diamond accounts. Can you talk about how your largest clients are performing, how growth within Marquee and Diamond accounts compares versus your overall?
Yeah.
Revenue?
Yeah. For the most part, those accounts every quarter grow faster than the rest of the company.
Today, they represent about 40% of our consolidated fee revenue. If you go back in time, it was probably down in the low 30s.
We, excuse me, we continue to invest in those accounts. What I'm really excited about, and we're going through that right now, is bringing the very large AMS clients into our program.
That's going to have the impact of really supercharging the size of that program relative to the rest of the company.
Right. How do Marquee and Diamond accounts grow relative to overall Korn Ferry? Faster by X amount of points?
I would say if you go back over the past three or four years, it's probably 300 basis points-400 basis points faster.
Mm-hmm. Great. Let's talk a little bit about margins. Korn Ferry saw 17%.
EBITDA margins in fiscal 1Q. It is targeting medium to longer term margins of 16%-18%. What are the primary drivers that you think could move margins above or below that range?
Yeah, I would say there is nothing that comes to mind that would drive us below that range.
I would say if you just take AMS and you drive them from $100 million to $140 million, you are at the top end of that range right there.
To the extent, and we do have a great track record, to the extent we go past the $40 million, that gives us the opportunity to go above that range. I think to the extent that the search businesses continue to fire on also, that is very profitable for us and once we get the digital component of Talent & Org where we need it to be, that does 30%, 31% EBITDA margins. I see a real opportunity to go above that range. I do not see us falling below even where we are at now, the 17.
Mm-hmm. Interim search does have lower margins than the other businesses of Korn Ferry. Can you talk about how mix could impact margin performance and if there are other areas of the business that you may push into that could be accretive or additionally dilutive to margins?
Yeah. Actually, with the Interim business, when we buy them, their margins are kind of 6%-7%.
Our Interim business today is doing the same as our RPO businesses. It is right around 15.
We've driven a lot of synergies into it. We have an organization that's plug and play. Most of those businesses are under-invested, not well-managed. It's easy for us to pick them up and bring them into our system. Then once we do that, you start to get the flywheel effect from the revenue synergies, you get a lot more volume going across a pretty stable cost base. We've been able to take those up to about 15%.
I would say if we went out and bought just another Interim business the size of AMS, that would obviously have downward pressure because it's just the mix of our earnings would change. To me, it's more about getting the synergies right now on AMS and then getting the digital portion of Korn Ferry Talent Suite where we need it to be.
Right. The AMS deal does transform your balance sheet a bit. You are taking on around $600 million of $580 million of additional revolver proceeds to finance the deal. You used around $300 million of cash on hand. Can you talk about what your expectations are for de-levering the balance sheet?
Yeah.
How quickly you can do that, and then plans for free cash flow deployment after that?
Yeah. So right now, we've got a little bit north of $1 billion of debt on the balance sheet, and our gross leverage ratio is about 1.7x. From a capital deployment perspective, if I go back over the past two years, two years ago, we bought back about $100 million of stock. Last year, we bought about $115 million.
That's capital that we have the abilities to make a decision with.
Now, some of that will get consumed as we drive cost synergies. I would say as I look forward to the end of this year, I would say a minimum of $50 million-$60 million of that will be available for us, and our inclination is to pay down debt first. Now, having said that, if there were some substantial dislocation, it would be an opportunity to buy stock. But we would do the math and whichever made more sense, we would do. But right now, our inclination is focused on debt paydown.
Mm-hmm. Then once you get the debt paid down, presumably you would be open to M&A. How are you thinking about your M&A strategy following this large transaction? Are strategic larger acquisitions off the table for now as you ingest and digest this larger deal, or are you going to be back to the markets looking for transformative strategic deals?
I would say you probably won't see us do something of this size within the next year. We got to digest the bite we just took. After that, if I think about the target environment, it's not rich with companies of this size. They come along every now and then. You'll probably see us go back to more of the $100 million, maybe $150 million, $200 million tuck-in type deals.
Mm-hmm. As you think about those tuck-ins, which areas of the business are you most interested in growing inorganically?
Yeah. The Interim business is interesting to us for a whole host of reasons. One, I think the change in the dynamics in the labor market would lead us to say, "Well, that's an area we want to continue to invest in." I think the success we're seeing with the cross-selling- of referring across is also something that's interesting to us as well. So you'd probably see us continue on the Interim side. Leadership and professional development is something that we would be interested in doing as well.
Great. Well, we're just about out of time, Bob. Thank you for the great discussion.
Very good. Thanks, George.