Good morning, and welcome to Kelly Services' first quarter earnings conference call. All parties will be on a listen-only mode 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. 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 earn-out 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 market share across several key areas. Motion Recruitment's technology, staffing, and consulting business will expand Kelly SET delivery platform and establish the business as a top provider of tech talent solutions in the US. Sevenstep will bring its industry-leading brand and highly attractive client base in both RPO and MSP to elevate Kelly OCG's RPO segment to among the top five globally. Motion Telco will add a complementary client portfolio and delivery capabilities to Kelly's existing telecom specialty to create a market-leading telecom offering. And TG Federal will bring a dedicated new platform in government technology subcontracting with strong partnerships to build upon Kelly SET's success in the government space. The highly complementary nature of our SET and OCG segments and MRP's portfolio of businesses and customers forms the basis for substantial long-term value creation. Through this transaction, Kelly will provide MRP and its leading brands with a highly invested partner and a breadth of resources to fuel its continued growth. Likewise, the acquisition of MRP will enhance Kelly's revenue growth potential and accelerate EBITDA margin expansion. It will build upon the significant EBITDA margin expansion we've delivered through actions implemented in 2023 and the sale of Kelly's European staffing operations in January 2024. This deal demonstrates our commitment to rapidly and responsibly redeploying capital in pursuit of inorganic investments in higher margin, higher growth specialties. I look forward to sharing more details and formally welcoming MRP to the Kelly team when the transaction closes, which we expect to occur in the second quarter of this year, subject to regulatory approvals and other customary closing conditions. In tandem with our pursuit of this transformative acquisition, we remained focused on delivering results. Through persistent macroeconomic uncertainty and headwinds impacting our industry, we focused on what we can control and continued making progress on our journey to drive significant EBITDA margin expansion. We began 2024 with an adjusted EBITDA margin of 3%, following the sale of Kelly's European staffing operations, and we delivered an increase of 20 basis points in the first quarter, raising our adjusted EBITDA margin to 3.2%. Our continued progress demonstrates that the growth and efficiency actions we are implementing across our businesses are working, positioning Kelly to convert a greater share of top-line growth to bottom-line growth. For more details on our results in the first quarter, I'll turn the call over to our Chief Financial Officer, Olivier Thirot. 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, 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 exclude the results of our European 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. Notwithstanding those headwinds, our education segment's revenue growth continues to be strong, up 16% year over year. The continued double-digit growth reflects both new net new customer wins, strong 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 and 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 specialties, 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 down 19% as reported, or 8% on an organic basis. Our gross profit rate was 19.7%, compared to 20% in the first quarter of the prior year. Our GP rate reflects a 90 basis point improvement from the sale of our European staffing operations. So on an organic basis, the GP rate declined 120 basis points in Q1, 80 basis points due to unfavorable business mix, and 40 basis points due to lower perm fees. The business mix impact reflects growth in specialties with lower GP rates, including education and lower GP rates in SET and OCG, due to customer and product mix, respectively. SG&A expenses were down 22% year-over-year on a reported basis and 10% on an organic basis. Expenses for the first quarter of 2024 include $2.3 million of restructuring charges related to our ongoing transformation efforts, as well as $5.6 million of expenses related to the sale of our European staffing operations, including transaction and also transition expenses. SG&A expenses in 2023 include $6.6 million of restructuring charges. So expenses declined by 23% on an adjusted basis, or 12% on an adjusted and organic basis. Like-for-like expenses were lower in Q1 2024 due to the positive impacts of our structural transformation efforts, as well as lower performance incentive compensation expenses, reflecting the challenging top-line trends. As a reminder, beginning in the first quarter, we are now reporting the operating results of our reportable segments utilizing revised business unit profit measures. We are allocating a greater share of the costs we have previously reported as corporate costs to our business units. In addition, we are no longer including depreciation and amortization in our business unit profit measure. We believe this provides greater visibility to the financial performance of each business unit and how they contribute to Kelly's overall performance. On a consolidated basis, our reported earnings from operations in the first quarter were $26.8 million, compared to $10.7 million in Q1 of 2023. Our Q1 2024 results include $11.6 million gain on the sale of our European staffing operations. As I noted, our 2024 results also include $2.3 million of restructuring charges and $5.6 million of expenses related to the sale of our European staffing operations and related transition activities. Our first quarter of 2023 included a $6.6 million restructuring charge. So on an adjusted basis, Q1 2024 earnings from operations were $23.1 million, a 34% improvement over the prior year. And adjusted EBITDA margin also improved 110 basis points to 3.2%, reflecting about 30 basis points of improvement from the sale of our European staffing operations and 80 basis points of improvement from our ongoing transformation efforts. Income tax expense for the first quarter was $4 million, compared to $1.8 million in 2023. Our effective income tax rate was 13.5% in Q1 2024, consistent with the prior year. And finally, reported earnings per share for the first quarter was $0.70, compared with $0.29 in 2023. Earnings per share in 2024 include $0.14 related to the gain on sale of our European staffing operations, the gain from settlement of the related forward contract, partially offset by transaction-related charges and restructuring charges, all net of tax. Earnings per share in 2023 included $0.13 per share of restructuring charges, net of tax. So on an adjusted basis, Q1 2024 EPS was $0.56, compared to $0.42 per share in Q1 of 2023, a 33% increase year-over-year. Now reflecting on the balance sheet, at quarter end, cash totaled $201 million, and we had no debt outstanding. This includes the cash proceeds from the sale of our European staffing operations that was payable at closing. We expect additional cash proceeds in the third quarter of 2024 under the terms of the transaction related to final cash, debt, and net working capital adjustment, but do not expect any earn-out proceeds. At quarter end, accounts receivable totaled $1.2 billion, and global DSO was 58 days, down one day from both year-end 2023 and the first quarter of 2023. In the quarter, we used $29 million for operating activities and capital expenditures, compared to using $18 million in the comparable prior period. Looking forward, the expected Q2 closing of the Motion Recruitment Partners acquisition will be funded by cash on hand and borrowing on existing credit facilities. Our ability to rapidly redeploy capital to advance our inorganic strategy reflects the strength of our balance sheet and our commitment to responsibly manage our liquidity. To maintain financial flexibility as we move forward, we are currently working with our banking partners to amend our credit facilities, to maintain our ability to invest in additional organic and inorganic initiatives, and to navigate an uncertain market environment. Looking ahead to operating results for the second quarter, we believe that staffing market conditions will remain relatively consistent with what we have experienced over the past several quarters. For the second quarter of 2024, on an organic basis, we expect revenue to be up 1%-2%, with no significant FX impact, resulting in a midpoint revenue expectation of $1.03 billion. Our outlook reflects an expectation that Q2 revenue trends will be consistent with Q1 of 2024, with the benefit of lower comparable. And for clarity, our expectations do not yet include any impact from our acquisition of Motion Recruitment Partners, as we await regulatory approval and the completion of other customary closing conditions. For the second quarter, we expect our GP rate to be between 20.1%-20.3%. On a like-for-like basis, this is a 60 basis point decline at the midpoint of our range, reflecting the change in our business mix, primarily because our education business is expected to continue to deliver significant revenue growth. Also, we expect to continue to deliver sustained improvement in efficiency as the impact of our transformation-related actions continue. On a like-for-like basis, we expect adjusted SG&A, SG&A expenses to be similar to Q1 2024. Overall, we expect adjusted EBITDA margin of about 3.3%, an improvement of 120 basis points versus Q2 of last year, or 80 basis points on an organic basis. And we believe that when the staffing market recovers, we'll be well positioned to take further advantage of our improved efficiency. We expect our effective tax rate to be in the mid to high teens. And now back to you, Peter. 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 continue 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've 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. Thank you. Ladies and gentlemen, if you'd like to ask a question, please press one then zero on your telephone keypad. You may withdraw your question at any time by repeating the one-zero command. If you're using a speakerphone, please pick up the handset before pressing the numbers. Once again, if you have a question, please press one then zero at this time. And one moment, please, for your first question. Your first question comes from the line of Joe Gomes from Noble Capital. Please go ahead. Good morning. Thanks for taking my questions. Good morning, Joe. Good morning, Joe. So first, I'm gonna 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, you know, revenue contribution, you know, adjusted EBITDA margins? Obviously, they should be higher than Kelly's existing. Since you say it should increase Kelly's overall margins. You know, what kind of growth rates has this business been seeing recently, you know, in terms of customer concentration, you know, top management planning on staying with the business, or do you see some of the management, you know, leaving here? Any more detail on the acquisition would be greatly appreciated. Yeah, I think, Joe, thank you for your question. Of course, you know that, we are, still to close the deal. I think it's gonna be in the course of Q2, so there is not so much we can provide at this stage. What I would say in term of pure numbers, revenue is in excess of $500 million. So that's, of course, I think a key information, in term 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, Kelly, value profile, including the net margin. We will be in a position to give more information when we close, thus in, in the course of Q2. Probably, Peter, you can comment a little bit more on complementarity, acquisitions, new capabilities, and size in various areas. Yeah. 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 customer set, very little overlap, strong leadership team, excellent business processes, and I think a very compatible culture. So we're very excited. We're gonna continue, as I said, to operate their very successful businesses under their current operating entities and brands. And we will, you know, work diligently after close to work with their management team on the plentiful value creation opportunities that we see. Great. Thank, thank you for that. Olivier, if I, just I might have missed this, but I thought I heard you say you did not expect to see any additional earn-out 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 are to be achieved in 2023, and we have the confirmation that they are not gonna be any earn-out. Although now, as I stated, we have still to wait until we finalize the transaction in early Q3, looking at debt free, cash free, 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-$28 million, that would come basically early Q3. That's our best 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. Okay, thank you for that clarification. And Peter, just wanna maybe give us a little additional color, you know, kind of on the environment, especially on, you know, talent supply and ability to get people to fill whatever roles that you're trying to fill. Yeah, Joe, I think the macro environment has not changed significantly from the past couple of quarters in terms of availability of talent. If you, you know, 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 gonna 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, you know, take market share where it's available without compromising price. Okay. Great, thank you for that. One last one for me. I'll get back in queue. You know, one of the other acquisitions that, that occurred, you know, had, had some struggles going on, RocketPower. I just wonder if maybe give us a, a little update. I know you've been- you talked about doing a lot of different things to try and, and improve, you know, some of their operations, and I was just trying to get maybe give us some, some update on how all of that progress is, is progressing. Yeah, we're very pleased, Joe, with the, I would say, the foundational and structural improvements at Rocket Power. 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 Rocket Power's book of business. And the steps 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 you know, we're optimistic about the potential for Rocket Power going forward as part of the larger Kelly OCG RPO practice. I would just add, you know, 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. That's awesome news for that business. I, I'll get back in queue. Thanks for taking my questions. Really looking forward to see how the MRP acquisition unfolds here. Thank you. Thank you, Joe. Thank you. Your next question comes from the line of Kevin Steinke from Barrington Research. Please go ahead. Thank you. Morning, Kevin. Good morning. Morning. So, following up on the Motion Recruitment Partners acquisition, the one piece you did give there was the revenue size. You know, 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, you know, how much scale will be added to those various pieces of your business from this transaction. Yeah, I think we are gonna give you a high-level percentage. So if you think about Sevenstep and 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, a large majority of this business is basically IT, whether it's IT staffing or consulting and equivalent. Yeah, 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 what is potentially the fastest-growing part of the industry, 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, you know, whereas Kelly 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 gonna bring some really significant capabilities to our portfolio. ... Okay, thank you. That was very helpful insight. Just in terms of the organic revenue trend in the first quarter, you know, you mentioned you didn't see a whole lot of change in the macro environment. It, you know, it was a bit more of a decline than you saw in the fourth quarter, I guess maybe not materially so. But, you know, any meaningful change in terms of, you know, the trend in perm placement or any other areas you might point to? Kevin, no change in the continued results from education growth, which is, you know, 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, you know, where it's been. We haven't seen any significant change among perm placements. We have seen some, as Olivier mentioned in RocketPower, some signs that there is in the 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, you know, 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. Thank you. I did 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, you know, how the deal came together, if it was a business that was up for sale or if it's someone you built a relationship with over time. Just kind of curious about that aspect. Yeah, we developed a relationship with MRP over the course of a period of time, and I think on both MRP's side as well as within Kelly, we were strongly attracted to the complementary nature of these two 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 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, you know, 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, you know, secondly, just if you can give any insight on the, you know, just the change in the, the gross margin outlook relative to what you had, previously discussed. Thanks. Yeah, 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 omni-channel strategy that we've introduced in our professional and industrial space, or segment, as well as the large account enterprise strategy. You know, 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. Yeah, just on the gross margin, I would say, as we said, you know, for Q1, and we anticipate something very similar in Q2, mix. The main mix being, you know, education versus the rest of the business. We see that as something that is gonna continue until our top line growth is more balanced. What I can tell you is when you look at, and I look at spread, whether it's in P&I, in education, or in SET, our spread was moving up, especially in SET, 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, you know, this mix factor that is linked to, our top-line dynamic that should evolve as soon as, you know, we get a more balanced top-line growth. If you ask me why we believe that we are going to move from 19.7% growth margin rate in Q1 to a mid-range of 20.2 in Q2. One of the point is education seasonality, meaning education usually at the far end of Q2 is starting to slow down, because of school years 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 gonna be still 60 basis points on an organic basis versus a year ago, and the main driver is gonna continue to be mix pressure. Okay. That's very helpful. I'll turn it back over. Thanks for taking the questions. Thanks, Kevin. Thank you. Your next question comes from the line of Kartik Mehta from Northcoast Research. Please go ahead. Hey, good morning there, good morning, Peter and Olivier. Morning, Kartik. Good morning. Morning. 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 trend? Not really. I would say that it was a pretty, when we look at the monthly performance, the sequential, you know, 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. I mean, 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. I guess from a similar standpoint, Peter, what are your conversations with customers? Are they, you know, just market's not changing. Do you think, as you talk to other people in the industry or your customers, have they come to 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, you know, this is kind of the bottom? Yeah, 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 that they're expecting it to happen may be 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 their expense structure. And all of that, you know, 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. 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 know, you've made a pretty large acquisition, in, in MRP, and I'm wondering, you know, does that mean for now, or until you digest this acquisition, that you—no more acquisitions, or are you still looking, and are there still opportunities that you'd like to pursue? Well, I think we've got a, we've got a large, acquisition to, to manage in, in the near term. But that doesn't mean we're gonna 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, a bidding process, takes time. Takes a lot of, you know, 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. Thank you very much. I appreciate it. Thank you. Thank you. Your next question comes from the line of Marc Riddick from Sidoti. Please go ahead. Good morning, Marc. Good morning. Morning, gentlemen. So 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, you know, financial flexibility, and, and the like? Okay. So as we speak, we have $201 million of cash, and about $300 million of additional financing capability, so $500 million liquidity. If you look at the projections we have, you know, post-acquisition, we are gonna 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, and I think we still have opportunities, if we deleverage as planned, to, go back to, acquisitions, knowing the lag, time you have between, you know, starting some relationship and when, some of them may come into fruition. But balance sheet-wise, I mean, with 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, to get to this transaction, with, you know, 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, that's very helpful. Thank you. And then maybe sort of as a tangent to that, outside of this, this transaction, are there sort of any thoughts or views as to maybe what that overall, sort of what we're, we're looking at as far as the general pipeline, as far as valuations, competition levels from private equity, and maybe just the, 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. Yeah, thanks, Marc. I wouldn't say the landscape has changed significantly. We haven't reached maybe what I would call a thaw in the, you know, the prior 12-18 months. There's still fewer properties on the market, and those that are not always carrying the quality. But I would say there's 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, you know, not at the level it was two or three 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 gonna 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. Thank you very much. Thanks, Mark. If there are any additional questions, please press one then zero. 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.