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I N D U S T R Y I N S I G H T S :
Staffing Industry
M&A Landscape
October 2016
Staffing Industry M&A Landscape - Q3 2016
Highlights B Y T H E
N U M B E R S
36 Staffing Industry M&A
transactions completed by 36
different buyers were reported
in the third quarter of 2016.
94 Staffing Industry M&A
transactions were reported in
the first nine months of 2016.
87 unique buyers completed
staffing transactions in the first
nine months of 2016.
83% of these staffing
transactions were completed by
privately held staffing buyers in
the first nine months of 2016.
M&A activity in the staffing sector has averaged
approximately 30 transactions per quarter for the past
two years, up approximately 20% from the 2012 - 2014
time period.
Strategic buyers accounted for 88% of the staffing
acquisitions in the first nine months of 2016, with private
equity (financial) buyers investing in a new platform
acquisition accounting for the other 12% of the
transactions.
– 3 new platform staffing investments were acquired by
private equity groups in the third quarter of 2016 and 28
since the beginning of 2015.
IT staffing continues to be the most active staffing M&A
sector, with 20 transactions reported in the first nine
months of 2016.
Professional staffing companies (including IT,
Healthcare, Finance and Accounting and Creative/Digital
Staffing) continue to see the most widespread demand
from buyers.
Buyers report a shortage of quality staffing businesses
for sale, yet remain disciplined regarding their acquisition
criteria and the opportunities they will pursue.
Companies with scale, strong growth and margin
profiles, direct client relationships with a broad diversified
set of customers, and with tenured management teams
continuing post-transaction remain highly sought after,
both by strategic acquirers and if large enough, private
equity.
94
36
87
83%
Staffing Industry M&A Landscape - Q3 2016
#1 Fairness Opinions
Provider in the U.S. and
Globally Over the Past
Five Years
#2 U.S. Middle-Market
M&A Advisor in 2015
Top 10 U.S.
Restructuring Advisor
Industry Insights: Staffing Industry M&A Landscape
Powering Sound
Decisions for
Companies, Boards
and Investors
Worldwide
Sources: Fairness opinion rankings calculated by number of deals from
Thomson Financial Securities announced deals from July 1, 2011 through June 30, 2016.
M&A rankings calculated by number of deals from Thomson Financial Securities full year 2015.
Middle-market M&A deals $10M < $250M. Bankruptcy case ranking provided by The Deal Q3 2015 league table.
Staffing Industry M&A Landscape - Q3 2016
The third quarter of 2016 saw 36 staffing industry M&A
transactions completed by 36 different buyers. For the
first nine months of 2016, 94 staffing industry M&A
transactions were completed by 87 unique buyers.
After a slow second quarter, staffing M&A activity
reaccelerated in the third quarter of 2016 as sellers
took advantage of favorable market conditions and the
ample number of buyers interested in making
acquisitions in the sector.
Given the number of conversations we are having with both staffing industry
strategic buyers and private equity, acquisition activity will likely stay strong for
the next several quarters. A growing number of potential sellers have indicated
that the timing may be right to explore transaction opportunities. With most
staffing companies continuing to perform well and valuation multiples remaining
attractive, now could be an excellent time to be in the market to sell a staffing
business, especially for fast growing professional staffing businesses (IT,
healthcare, etc.) with annual EBITDA in the $2-8 million range.
We also continue to hear from buyers regarding the shortage of high-quality
staffing companies available for purchase, yet these acquirers remain disciplined
regarding their acquisition criteria and the opportunities they will pursue.
Companies with scale, strong growth and margin profiles, direct client
relationships with a broad diversified set of customers, and with tenured
management teams continuing post-transaction remain highly sought after, both
by strategic acquirers and if large enough, private equity. Companies with flat or
declining growth profiles, customer concentration, or without management teams
staying on with the business post transaction are finding more limited buyer
interest and hence, less exciting valuation multiples.
Staffing industry acquisition activity remains primarily driven by privately held
strategic buyers (many of whom are backed by private equity funds), as the
larger and better known public staffing companies account for only a limited
number of transactions each year. In the first nine months of 2016, 83% of the
transactions were completed by privately owned buyers, with only 17% acquired
by publicly traded entities.
Strategic buyers (including those staffing companies primarily owned by private
equity investors) completed 88% of the staffing acquisitions in the first nine
months of 2016. This follows the 87% of announced acquisitions completed by
strategic acquirers in 2015. Private equity (financial) buyers continue to be an
attractive option for the largest and fastest growing staffing companies, with three
new platform investments made in the third quarter of 2016 and 28 since the
beginning of 2015.
IT staffing, especially those companies with a more relationship-oriented direct
sales model generating higher gross margins, continues to be the single most
attractive temporary staffing segment for acquirers, as 20 of the 94 transactions
reported in the first nine months of 2016 involved companies whose predominate
service offering was IT staffing. Healthcare staffing companies are also seeing
significant buyer interest with 18 transactions completed in the first nine months
of 2016. The professional staffing segments (including IT, Healthcare, Finance
and Accounting and Creative/Digital staffing) continue to see the most
widespread demand from buyers and typically generate the strongest valuations,
while commercial staffing M&A activity is driven mostly by light industrial staffing
buyers seeking to either expand their geographic market coverage or gain access
to new customers.
M&A Activity –
Staffing Industry
Staffing Industry M&A Landscape - Q3 2016
133
150
97
68
87
59
103 103 105
132
94
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Q3
2016
0
50
100
150
200
Number of Deals
Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
M&A Activity –
Staffing Industry
Public,
16, 17%
Private,
78, 83%
Public vs. Private Buyer
Financial,
11, 12%
Strategic,
83, 88%
Strategic vs. Financial Buyer
Staffing Industry Transaction Activity – YTD September 30, 2016Yearly Staffing Transaction Volume – 2006 to September 30, 2016
Staffing Industry M&A Landscape - Q3 2016
21%
2%
19%
2%
4%0%5%
9%
15%
23%
Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
M&A Activity by Staffing Industry Sector – YTD September 30, 2016
Industry
Sector
No. of YTD
Transactions
IT Staffing 20
Finance and Accounting 2
Healthcare 18
Legal 2
Other 4
Outplacement 0
PEO 5
Technical 8
Executive Search 14
Commercial Staffing 21
M&A Activity –
Staffing Industry
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Pittsburgh-based System One announced private equity firm
Thomas H. Lee Partners L.P. agreed to make a significant
investment in the firm. According to the press release, the
investment proceeds will be used to purchase the interests of
middle-market private equity firm MidOcean Partners, System One’s
current investment partner, which invested in the company in
December 2012. The agreement was completed Sept. 19, and the
transaction is expected to close before the end of the year. Neither
financial terms nor ownership structure were disclosed.
System One’s core specialty areas include energy, engineering, IT,
commercial, clinical and scientific, and industrial staffing and
services. Its integrated services also include a proprietary vendor
management system, legal e-discovery, utility smart grid installation,
and quality assurance/quality control managed services. System
One’s affiliated companies include Link2Consult, Compliance
Discovery Solutions, Utility Partners of America, System One and
Joulé. The company ranks No. 22 on Staffing Industry Analysts’ list
of largest staffing firms in the US.
“We have very much enjoyed the backing by MidOcean, whose deep
industry expertise and relationships have helped us significantly
expand our service offerings and client base,” said System One CEO
Troy Gregory. “As we enter the next phase of our growth, we are
thrilled to announce our new partnership with THL, who as seasoned
investors in our industry, share System One’s commitment to our
customers, and have the experience and resources to support our
efforts to expand our share in key markets.”
Thomas H. Lee Partners invests in growth-oriented businesses,
headquartered principally in North America, across three broad
sectors: consumer and healthcare, media and information services,
and business and financial services. Since its founding in 1974, it
has raised more than $20 billion of equity capital and invested in
more than 130 businesses with an aggregate purchase price of more
than $150 billion.
Notable Staffing
Transactions – Q3 2016
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Notable Staffing
Transactions – Q3 2016
CHG Healthcare Services, the second-largest U.S. healthcare
staffing firm, acquired Salt Lake City-based Global Medical Staffing.
The transaction closed August 24; terms were not disclosed. Global
Medical Staffing will remain a stand-alone brand.
Global Medical Staffing places physicians in locum tenens
assignments in healthcare facilities worldwide. Founded in 1994, it
initially placed American and Canadian doctors in Australia. The
company now staffs doctors in the U.S., Australia, New Zealand,
Southeast Asia, the South Pacific, the Caribbean, Canada and the
UK. The company recruits doctors from the U.S., Canada, Australia,
New Zealand and Europe. Its CEO, Robert Stringham, will remain
with the firm temporarily as he transitions out to his pre-planned
retirement.
“CHG and Global Medical Staffing share a commitment to placing
high-quality providers who deliver outstanding patient care, as well
as a passion for making a difference in the world,” said Mark Law,
chief operating officer of CHG. “Bringing GMS into the CHG family
allows us to meet the growing need for physicians in the US and
abroad.”
CHG operates two other locum tenens companies, Salt Lake City-
based CompHealth and Weatherby Healthcare in Fort Lauderdale,
Fla. CHG also owns two nurse staffing companies, RNnetwork in
Boca Raton, Fla., and Foundation Medical Staffing in Edmond, Okla.
Global Medical Staffing counts an internal staff of more than 50
people in its Salt Lake City headquarters. CHG employs more than
2,200 people in eight offices in Utah, Florida, North Carolina,
Connecticut, Michigan and Oklahoma.
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Notable Staffing
Transactions – Q3 2016
TransForce Inc., a nationwide truck-driver staffing firm
headquartered in Alexandria, Va., acquired the assets of
Mississauga, Ontario-based KAS Personnel Services, a provider of
commercial truck drivers and other transportation personnel. The
transaction was completed July 1; terms were not disclosed.
This is TransForce’s first international acquisition and its first deal
since private equity firm Palladium Equity Partners LLC acquired
TransForce last year. It is also the sixth acquisition in the last 36
months for TransForce, following the April 2015 acquisition of the
assets of Choice Drivers, a regional provider of commercial truck
drivers with its primary operations in Arizona.
“TransForce is extremely excited about this acquisition,” said
TransForce President and CEO David Broome. “KAS is a well-
established provider of quality drivers in the Ontario market and we
are very pleased to have the opportunity to offer our US-based
clients additional support across the border in Canada.”
KAS has served the transportation industry for almost 30 years in the
Ontario market. TransForce will continue to operate in Ontario as
KAS Staffing LTD. KAS’ senior management team will stay on board,
and its owners will be retiring.
TransForce has 53 offices across the U.S. and dispatches more than
3,500 drivers across North America, including Canada.
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Notable Staffing
Transactions – Q3 2016
Columbus, Ind.-based Elwood Staffing acquired Berks & Beyond
Employment Services Inc., a firm serving the Pennsylvania market.
The acquisition includes 15 Berks & Beyond branch offices located
throughout southeastern Pennsylvania. Terms of the transaction
were not disclosed. According to the press release, the acquired
company will continue to operate under the Berks & Beyond brand
and will function as a division of Elwood Staffing.
Chris Garner, Berks & Beyond’s founder and long-time company
leader, will continue to oversee local operations as regional VP.
Sales and service staff will also remain in place. Berks & Beyond
provides commercial and professional search staffing to a diverse
client base, a business mix complimentary to that of Elwood’s.
“We are pleased to welcome Berks & Beyond into the Elwood
Staffing family,” Elwood Staffing CEO Mark Elwood said. “The most
noticeable changes stemming from this relationship will be service
enhancements. Employers, associates and job seekers will all
benefit from Elwood’s national footprint, expert resources, and broad
service capabilities.”
With the acquisition of Berks & Beyond, Elwood counts more than
250 service locations, annual revenue of approximately $900 million,
employment of approximately 25,000 temporary associates daily,
and partnerships with more than 6,000 companies annually.
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Notable Staffing
Transactions – Q3 2016
Professional employer organization Oasis Outsourcing, one of the
largest PEOs in the U.S., acquired CEP Inc., which holds more than
91% of the common stock of Fortune Industries Inc. (OTC Pink:
FDVF), a PEO group comprised of Century II Inc., Employer
Solutions Group Inc. and Professional Staff Management Inc. The
transaction closed Sept. 16; terms of the deal were not disclosed.
The brands will remain for now, and will be noted as “Oasis
Outsourcing Companies.” Over time, the names will transition to
Oasis Outsourcing.
Indianapolis-based Fortune Industries in 2013 became a majority-
owned subsidiary of CEP, a Tennessee corporation that included
Fortune’s CEO Tena Mayberry and CFO Randy Butler. Founded in
1996, Oasis serves almost 6,000 clients and 200,000 worksite
employees; this transaction will add more than 14,000 worksite
employees in 47 states to the Oasis platform.
Mayberry and Butler will transition away from the company in the next
several months. The rest of the senior management team will remain
with the company. The current sales and service team members at
Century II, Employer Solutions Group and Professional Staff
Management will continue to work from their existing locations.
“The addition of Fortune Industries to the Oasis family continues our
trend of strategic acquisitions as part of our growth strategy,” said
Oasis Outsourcing President and CEO Mark Perlberg. “The inclusion
of Century II, Professional Staff Management and Employer Solutions
Group is significant in Oasis' strategy to increase our geographic
footprint and cost-efficient client offerings. This acquisition also gives
us the opportunity to welcome an experienced and talented team of
Fortune Industries professionals to the Oasis organization.”
Oasis Outsourcing will move to effect a ‘short-form’ merger of CEP
with and into Fortune Industries under Indiana law, without a meeting
of Fortune Industries shareholders. This process includes the mailing
of a copy and summary of a plan of merger to each record
shareholder of Fortune Industries common stock at least 30 days
prior to filing the related articles of merger. Upon the closing of the
short-form merger, Oasis Outsourcing will acquire all of the remaining
shares of Fortune Industries common stock, par value $0.10 per
share, for $0.586 per share in cash.
After the completion of the merger, Fortune Industries will be a wholly
owned subsidiary of Oasis Outsourcing, and shares of Fortune
Industries will no longer be quoted on the OTC Pink platform.
Oasis Outsourcing in 2014 was acquired by private equity firm Stone
Point Capital and management.
Staffing Industry M&A Landscape - Q3 2016
Staffing M&A Transactions
Q3 2016
Announced
Date
Seller Buyer Business Description
7/1/16
KAS Personnel
Services
TransForce Inc.
Provides staffing services related to commercial tucker drivers and other transportation personnel. TransForce is
currently owned by the private equity firm Palladium Partners.
7/5/16
Rishworth Aviation
Limited
Empresaria Group plc Provides aviation recruitment and crew leasing services to airlines.
7/6/16 LAM and Associates MDstaffers Provides physician staffing services across Hawaii, Pacific Islands and the Mainland U.S.
7/8/16 Pro-J-Pharma AlliancePharma Inc. Provides healthcare personnel placement services.
7/13/16 Aabakus Inc. Lyons HR Provides outsources human resources (HR) services to small businesses.
7/14/16 The Legal Group Inc.
SearchPoint NY Inc.
(Noor Staffing Group
LLC)
Specializes in legal staffing of temporary and permanent positions in the South Florida legal market.
7/16/16 Terry Richards CPC
Champion Personnel
System, Inc.
Provides executive search services.
7/18/16 Momentum Resources Vaco Resources Specializes in staffing services for flexible career opportunities.
7/22/16 AlphaVista Services
Pediatric Therapy
Services
Provides therapy staffing and outsourcing to schools in the United States, India and the Middle East.
7/26/16
Berks & Beyond
Employment Services
Inc.
Elwood Staffing Provides commercial and professional search staffing services.
8/1/16
Spring Lake
Consulting Inc.
Mitchell Martin Inc. Provides IT professionals and business domain experts in banking, hedge fund and insurance industry verticals.
8/2/16 InVentiv Health Inc. Advent International Provides outsourced services to the biopharmaceutical industry.
8/2/16 Atrium Personnel, Inc.
DE Capua Enterprises
Inc.
Provides hiring solutions that include temporary and transitional staffing in South Florida.
8/10/16 FasPsych, LLC
Pharos Capital Group,
LLC
Provides staffing services to the behavioral health services industry.
8/10/16
St. Joseph Missouri
Express Employment
Professionals
The Staffing Center Provides outsourced recruitment and staffing support services.
Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
Staffing Industry M&A Landscape - Q3 2016
Staffing M&A Transactions
Q3 2016
Announced
Date
Seller Buyer Business Description
8/16/16
Majesty Hospitality
Staffing
The Service Companies
Provides quality full-time and temporary staffing for the hospitality industries in Dallas, Fort Worth and Houston,
Texas.
8/19/16 Nextaff
Malone Workforce
Solutions
Provides staffing services to the light industrial and administrative/clerical industries
8/25/16 Global Medical Staffing
CHG Healthcare
Services
Provides recruiting services for healthcare facilities.
8/25/16 FPMI Solutions, Inc.
Software Consortium,
Inc.
Provides human capital management and outsourcing services, learning solutions, and recruitment process
outsourcing and executive search services.
8/29/16 Drake Staffing The Service Companies Provides staffing services to the hospitality sector.
9/7/16 Regal Personnel Workway Provides direct hire and executive search services.
9/7/16 BlueStaff Inc. BlueLine Associates Provides staffing and consulting services to the IT industry.
9/9/16 McLean Consulting ZRG Partners Inc. Provides executive search services for the life sciences sector.
9/12/16 Broadstreet Global Options Group Provides executive search and strategic consulting services to the financial services industry.
9/13/16 IPI Travel Nursing
Advanced Medical
Personnel Services Inc.
Provides travel nurse staffing services.
9/15/16 Labor Smart
Energy Staffing
Solutions Inc.
(AlumiFuel Power
Corp.)
Provides temporary blue-collar staffing services.
9/19/16
CEP Inc. (Fortune
Industries)
Oasis Outsourcing Operates as a professional employer organization (PEO).
9/19/16
CDI-AndersElite
Limited
Management Team &
Employees of CDI-
AndersElite
Provides staffing and recruitment services to firms in the UK built environment and rail industries.
Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
Staffing Industry M&A Landscape - Q3 2016
Staffing M&A Transactions
Q3 2016
Announced
Date
Seller Buyer Business Description
9/19/16
System One Holdings
LLC
Thomas H. Lee
Partners L.P
Pittsburgh-based System One announced private equity firm Thomas H. Lee Partners L.P. agreed to make a
significant investment in the firm. The investment proceeds will be used to purchase the interests of middle-market
private equity firm MidOcean Partners, System One’s current investment partner, which invested in the company in
December 2012.
9/28/16
Clover Global
Solutions, LP
ANOTECH Energy Provides energy companies with global staffing and workforce solutions.
9/27/16 BioQuest Diversified Search Provides search services in the life sciences industry.
9/26/16 TheraStaff LLC
Therapy Staff LLC
(Aeqour Healthcare
Services)
Provides healthcare staffing services for the rehabilitation therapy field.
9/20/16 Ciber Sweden Bouvet Stockholm AB Provides IT, digital technology, digital communication and enterprise management services.
9/29/16
Universal Labor &
Staffing,
The Onin Group Provides industrial staffing services.
9/30/16 MSI International CorTech LLC
Provides staffing and direct-hire services across the accounting, banking, construction, IT, legal and oil and gas
industries.
Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Public Trading Data for
Staffing Companies
($ in millions, except per share amounts)
Company Name Ticker
Price as of 52 Week % of 52
Week
High
Market
Cap
Enterprise
Value
LTM
Revenue
EBITDA LTM
EBITDA
Margin
EV/EBITDA
09/30/2016 Low Hi LTM 2016E LTM 2016E
Adecco Group AG ADEN $56.42 $46.42 $77.46 72.8% $10,653.3 $12,071.2 $24,846.5 $1,321.6 $1,372.4 5.3% 9.1x 8.8x
Barrett Business Services Inc. BBSI 49.61 22.55 53.00 93.6 347.9 310.1 786.9 34.5 0.0 4.4 9.0 NA
CDI Corp. CDI 5.67 4.31 9.39 60.4 109.7 98.4 941.4 (2.4) (6.7) (0.2) NM NM
General Employment Enterprises Inc. JOB 5.23 3.56 7.70 67.9 11.3 13.3 73.7 2.2 4.5 3.0 6.1 2.9
Kelly Services, Inc. KELY.A 19.22 13.76 20.98 91.6 712.8 726.1 5,537.2 94.6 101.0 1.7 7.7 7.2
ManpowerGroup Inc. MAN 72.26 57.26 93.34 77.4 5,669.2 5,975.6 19,536.2 815.9 804.6 4.2 7.3 7.4
Randstad Holding NV RAND 45.58 35.68 67.09 67.9 7,843.0 9,689.2 21,968.6 1,021.5 1,106.1 4.6 9.5 8.8
Staffing 360 Solutions, Inc. STAF 7.90 1.22 6.78 116.5 36.3 36.7 165.6 (1.7) 3.6 (1.0) NM 10.1
TrueBlue, Inc. TBI 22.66 17.35 30.25 74.9 877.6 758.3 2,813.2 148.7 158.0 5.3 5.1 4.8
Average 78.0% $2,228.1 $2,513.48 $7,392.7 $302.2 $311.1 3.3% 7.4x 7.4x
Median 74.9% $712.8 $726.1 $2,813.2 $94.6 $101.0 4.2% 7.5x 7.7x
Commercial Staffing
Note: $ Millions, except for per share data. Average excludes the highest and
lowest values. EBITDA does not reflect adjustments for extraordinary items.
Source: Capital IQ as of September 30, 2016. Represents publicly traded
staffing companies tracked by Duff & Phelps.
DEFINITIONS
PEG Ratio: Price earnings to growth
EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization
EPS: Earnings Per Share
Enterprise Value: Market Capitalization + Total Debt + Preferred Equity + Minority Interest – Cash and Short Term Investments
LTM: Last Twelve Months
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Public Trading Data for
Staffing Companies
($ in millions, except per share amounts)
Company Name Ticker
Price as of 52 Week % of 52
Week
High
Market
Cap
Enterprise
Value
LTM
Revenue
EBITDA LTM
EBITDA
Margin
EV/EBITDA
09/30/2016 Low Hi LTM 2016E LTM 2016E
BG Staffing, Inc. BGSF $15.48 $10.53 $21.75 71.2% $114.6 $114.6 $249.0 $23.2 $24.3 9.3% 4.9x 4.7x
Ciber, Inc. CBR 1.15 0.93 3.90 29.5 84.6 93.7 728.0 (18.4) (36.1) NM NM NM
Hudson Global, Inc HSON 1.54 1.46 2.98 51.8 51.1 17.1 430.4 (3.2) 0.4 NM NM 40.0
Kelly Services, Inc. KELY.A 19.22 13.76 20.98 91.6 712.8 726.1 5,537.2 94.6 101.0 1.7 7.7 7.2
Kforce Inc. KFRC 20.49 14.87 28.84 71.0 736.3 732.0 1,326.5 80.6 75.0 6.1 9.1 9.8
ManpowerGroup Inc. MAN 72.26 57.26 93.34 77.4 5,669.2 5,975.6 19,536.2 815.9 804.6 4.2 7.3 7.4
Mastech Holdings, Inc. MHH 8.12 6.25 8.62 94.2 32.4 29.1 132.4 7.4 0.0 5.6 4.0 NA
On Assignment Inc. ASGN 36.29 29.34 51.00 71.2 1,906.0 2,331.7 2,339.8 256.0 292.3 10.9 9.1 8.0
Randstad Holding NV RAND 45.58 35.68 67.09 67.9 7,843.0 9,689.2 21,968.6 1,021.5 1,106.1 4.6 9.5 8.8
RCM Technologies Inc. RCMT 6.63 4.24 6.70 98.9 79.8 49.5 185.0 9.2 0.0 5.0 5.4 NA
Resources Connection, Inc. RECN 14.94 12.30 18.71 79.9 612.6 489.7 598.5 58.3 55.8 9.7 8.4 8.8
Robert Half International Inc. RHI 37.86 34.34 54.01 70.1 5,351.2 5,063.3 5,264.1 644.2 639.0 12.2 7.9 7.9
TSR, Inc. TSRI 4.32 3.37 9.50 45.5 8.6 0.4 61.0 0.9 NA 1.4 0.5 NA
Volt Information Sciences Inc. VISI 6.35 5.62 9.22 68.9 132.4 104.9 1,356.7 2.9 NA 0.3 NM NA
Average 71.7% $1,290.2 $1,310.6 $3,140.3 $165.8 $199.2 5.9% 7.1x 8.3x
Median 71.1% $372.5 $302.1 $1,027.2 $40.7 $65.4 5.3% 7.7x 8.0x
Professional Staffing
DEFINITIONS
PEG Ratio: Price earnings to growth
EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization
EPS: Earnings Per Share
Enterprise Value: Market Capitalization + Total Debt + Preferred Equity + Minority Interest – Cash and Short Term Investments
LTM: Last Twelve Months
Note: $ Millions, except for per share data. Average excludes the highest and
lowest values. EBITDA does not reflect adjustments for extraordinary items.
Source: Capital IQ as of September 30, 2016. Represents publicly traded
staffing companies tracked by Duff & Phelps.
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Public Trading Data for
Staffing Companies
($ in millions, except per share amounts)
Company Name Ticker
Price as of 52 Week % of 52
Week
High
Market
Cap
Enterprise
Value
LTM
Revenue
EBITDA LTM
EBITDA
Margin
EV/EBITDA
09/30/2016 Low Hi LTM 2016E LTM 2016E
AMN Healthcare Services Inc. AHS $31.87 $21.24 $44.99 70.8% $1,414.6 $1,606.9 $1,727.1 $198.9 $229.4 11.5% 8.1x 7.0x
Cross Country Healthcare, Inc. CCRN 11.78 9.72 18.76 62.8 364.0 391.0 784.9 39.8 44.5 5.1 9.8 8.8
Team Health Holdings, Inc. TMH 32.56 30.83 63.56 51.2 2,197.5 2,700.9 4,137.0 388.5 490.6 9.4 7.0 5.5
Average 76.2% $1,649.7 $1,890.6 $2,091.3 $195.0 $260.5 8.5% 10.7x 8.3x
Median 74.2% $1,774.1 $1,966.5 $1,603.6 $179.1 $224.8 9.5% 11.0x 8.7x
Heidrick & Struggles International Inc. HSII $18.55 $16.23 $30.62 60.6% $333.4 $1,327.8 $562.0 $51.8 $52.9 9.2% NM NM
Korn/Ferry International KFY 21.00 18.57 38.93 53.9 1,020.6 1,664.7 1,400.3 156.1 196.1 11.1 10.7 8.5
Average 57.3% $677.0 $1,496.3 $981.2 $104.0 $126.1 10.2% 10.7x 8.5x
Median 57.3% $677.0 $1,496.3 $981.2 $104.0 $126.1 10.2% 10.7x 8.5x
Executive & Retained Search
DEFINITIONS
PEG Ratio: Price earnings to growth
EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization
EPS: Earnings Per Share
Enterprise Value: Market Capitalization + Total Debt + Preferred Equity + Minority Interest – Cash and Short Term Investments
LTM: Last Twelve Months
Healthcare Staffing
Note: $ Millions, except for per share data. Average excludes the highest and
lowest values. EBITDA does not reflect adjustments for extraordinary items.
Source: Capital IQ as of September 30, 2016. Represents publicly traded
staffing companies tracked by Duff & Phelps.
Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016
Selected Duff & Phelps
Staffing Transactions
has been acquired by
a portfolio company of North
Texas Opportunity Fund LP,
has been acquired by
has been acquired by
and Prescott Legal
Professionals, LP have
been acquired by
a portfolio company
a portfolio company
a division of MPS Group,inc
a portfolio company
Sell Side Advisor Sell Side Advisor Sell Side Advisor Sell Side Advisor Sell Side Advisor
has been acquired by has been acquired by
Sell Side Advisor Sell Side Advisor Sell Side Advisor Sell Side Advisor
has been acquired by
has been acquired by
has been acquired byhas been acquired by
Sell Side Advisor
Staffing Industry M&A Landscape - Q3 2016
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Managing Director
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Staffing Industry M&A Landscape - Q3 2016
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Staffing Industry M&A Landscape - October 2016

  • 1. I N D U S T R Y I N S I G H T S : Staffing Industry M&A Landscape October 2016
  • 2. Staffing Industry M&A Landscape - Q3 2016 Highlights B Y T H E N U M B E R S 36 Staffing Industry M&A transactions completed by 36 different buyers were reported in the third quarter of 2016. 94 Staffing Industry M&A transactions were reported in the first nine months of 2016. 87 unique buyers completed staffing transactions in the first nine months of 2016. 83% of these staffing transactions were completed by privately held staffing buyers in the first nine months of 2016. M&A activity in the staffing sector has averaged approximately 30 transactions per quarter for the past two years, up approximately 20% from the 2012 - 2014 time period. Strategic buyers accounted for 88% of the staffing acquisitions in the first nine months of 2016, with private equity (financial) buyers investing in a new platform acquisition accounting for the other 12% of the transactions. – 3 new platform staffing investments were acquired by private equity groups in the third quarter of 2016 and 28 since the beginning of 2015. IT staffing continues to be the most active staffing M&A sector, with 20 transactions reported in the first nine months of 2016. Professional staffing companies (including IT, Healthcare, Finance and Accounting and Creative/Digital Staffing) continue to see the most widespread demand from buyers. Buyers report a shortage of quality staffing businesses for sale, yet remain disciplined regarding their acquisition criteria and the opportunities they will pursue. Companies with scale, strong growth and margin profiles, direct client relationships with a broad diversified set of customers, and with tenured management teams continuing post-transaction remain highly sought after, both by strategic acquirers and if large enough, private equity. 94 36 87 83%
  • 3. Staffing Industry M&A Landscape - Q3 2016 #1 Fairness Opinions Provider in the U.S. and Globally Over the Past Five Years #2 U.S. Middle-Market M&A Advisor in 2015 Top 10 U.S. Restructuring Advisor Industry Insights: Staffing Industry M&A Landscape Powering Sound Decisions for Companies, Boards and Investors Worldwide Sources: Fairness opinion rankings calculated by number of deals from Thomson Financial Securities announced deals from July 1, 2011 through June 30, 2016. M&A rankings calculated by number of deals from Thomson Financial Securities full year 2015. Middle-market M&A deals $10M < $250M. Bankruptcy case ranking provided by The Deal Q3 2015 league table.
  • 4. Staffing Industry M&A Landscape - Q3 2016 The third quarter of 2016 saw 36 staffing industry M&A transactions completed by 36 different buyers. For the first nine months of 2016, 94 staffing industry M&A transactions were completed by 87 unique buyers. After a slow second quarter, staffing M&A activity reaccelerated in the third quarter of 2016 as sellers took advantage of favorable market conditions and the ample number of buyers interested in making acquisitions in the sector. Given the number of conversations we are having with both staffing industry strategic buyers and private equity, acquisition activity will likely stay strong for the next several quarters. A growing number of potential sellers have indicated that the timing may be right to explore transaction opportunities. With most staffing companies continuing to perform well and valuation multiples remaining attractive, now could be an excellent time to be in the market to sell a staffing business, especially for fast growing professional staffing businesses (IT, healthcare, etc.) with annual EBITDA in the $2-8 million range. We also continue to hear from buyers regarding the shortage of high-quality staffing companies available for purchase, yet these acquirers remain disciplined regarding their acquisition criteria and the opportunities they will pursue. Companies with scale, strong growth and margin profiles, direct client relationships with a broad diversified set of customers, and with tenured management teams continuing post-transaction remain highly sought after, both by strategic acquirers and if large enough, private equity. Companies with flat or declining growth profiles, customer concentration, or without management teams staying on with the business post transaction are finding more limited buyer interest and hence, less exciting valuation multiples. Staffing industry acquisition activity remains primarily driven by privately held strategic buyers (many of whom are backed by private equity funds), as the larger and better known public staffing companies account for only a limited number of transactions each year. In the first nine months of 2016, 83% of the transactions were completed by privately owned buyers, with only 17% acquired by publicly traded entities. Strategic buyers (including those staffing companies primarily owned by private equity investors) completed 88% of the staffing acquisitions in the first nine months of 2016. This follows the 87% of announced acquisitions completed by strategic acquirers in 2015. Private equity (financial) buyers continue to be an attractive option for the largest and fastest growing staffing companies, with three new platform investments made in the third quarter of 2016 and 28 since the beginning of 2015. IT staffing, especially those companies with a more relationship-oriented direct sales model generating higher gross margins, continues to be the single most attractive temporary staffing segment for acquirers, as 20 of the 94 transactions reported in the first nine months of 2016 involved companies whose predominate service offering was IT staffing. Healthcare staffing companies are also seeing significant buyer interest with 18 transactions completed in the first nine months of 2016. The professional staffing segments (including IT, Healthcare, Finance and Accounting and Creative/Digital staffing) continue to see the most widespread demand from buyers and typically generate the strongest valuations, while commercial staffing M&A activity is driven mostly by light industrial staffing buyers seeking to either expand their geographic market coverage or gain access to new customers. M&A Activity – Staffing Industry
  • 5. Staffing Industry M&A Landscape - Q3 2016 133 150 97 68 87 59 103 103 105 132 94 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Q3 2016 0 50 100 150 200 Number of Deals Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket M&A Activity – Staffing Industry Public, 16, 17% Private, 78, 83% Public vs. Private Buyer Financial, 11, 12% Strategic, 83, 88% Strategic vs. Financial Buyer Staffing Industry Transaction Activity – YTD September 30, 2016Yearly Staffing Transaction Volume – 2006 to September 30, 2016
  • 6. Staffing Industry M&A Landscape - Q3 2016 21% 2% 19% 2% 4%0%5% 9% 15% 23% Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket M&A Activity by Staffing Industry Sector – YTD September 30, 2016 Industry Sector No. of YTD Transactions IT Staffing 20 Finance and Accounting 2 Healthcare 18 Legal 2 Other 4 Outplacement 0 PEO 5 Technical 8 Executive Search 14 Commercial Staffing 21 M&A Activity – Staffing Industry
  • 7. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Pittsburgh-based System One announced private equity firm Thomas H. Lee Partners L.P. agreed to make a significant investment in the firm. According to the press release, the investment proceeds will be used to purchase the interests of middle-market private equity firm MidOcean Partners, System One’s current investment partner, which invested in the company in December 2012. The agreement was completed Sept. 19, and the transaction is expected to close before the end of the year. Neither financial terms nor ownership structure were disclosed. System One’s core specialty areas include energy, engineering, IT, commercial, clinical and scientific, and industrial staffing and services. Its integrated services also include a proprietary vendor management system, legal e-discovery, utility smart grid installation, and quality assurance/quality control managed services. System One’s affiliated companies include Link2Consult, Compliance Discovery Solutions, Utility Partners of America, System One and Joulé. The company ranks No. 22 on Staffing Industry Analysts’ list of largest staffing firms in the US. “We have very much enjoyed the backing by MidOcean, whose deep industry expertise and relationships have helped us significantly expand our service offerings and client base,” said System One CEO Troy Gregory. “As we enter the next phase of our growth, we are thrilled to announce our new partnership with THL, who as seasoned investors in our industry, share System One’s commitment to our customers, and have the experience and resources to support our efforts to expand our share in key markets.” Thomas H. Lee Partners invests in growth-oriented businesses, headquartered principally in North America, across three broad sectors: consumer and healthcare, media and information services, and business and financial services. Since its founding in 1974, it has raised more than $20 billion of equity capital and invested in more than 130 businesses with an aggregate purchase price of more than $150 billion. Notable Staffing Transactions – Q3 2016
  • 8. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Notable Staffing Transactions – Q3 2016 CHG Healthcare Services, the second-largest U.S. healthcare staffing firm, acquired Salt Lake City-based Global Medical Staffing. The transaction closed August 24; terms were not disclosed. Global Medical Staffing will remain a stand-alone brand. Global Medical Staffing places physicians in locum tenens assignments in healthcare facilities worldwide. Founded in 1994, it initially placed American and Canadian doctors in Australia. The company now staffs doctors in the U.S., Australia, New Zealand, Southeast Asia, the South Pacific, the Caribbean, Canada and the UK. The company recruits doctors from the U.S., Canada, Australia, New Zealand and Europe. Its CEO, Robert Stringham, will remain with the firm temporarily as he transitions out to his pre-planned retirement. “CHG and Global Medical Staffing share a commitment to placing high-quality providers who deliver outstanding patient care, as well as a passion for making a difference in the world,” said Mark Law, chief operating officer of CHG. “Bringing GMS into the CHG family allows us to meet the growing need for physicians in the US and abroad.” CHG operates two other locum tenens companies, Salt Lake City- based CompHealth and Weatherby Healthcare in Fort Lauderdale, Fla. CHG also owns two nurse staffing companies, RNnetwork in Boca Raton, Fla., and Foundation Medical Staffing in Edmond, Okla. Global Medical Staffing counts an internal staff of more than 50 people in its Salt Lake City headquarters. CHG employs more than 2,200 people in eight offices in Utah, Florida, North Carolina, Connecticut, Michigan and Oklahoma.
  • 9. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Notable Staffing Transactions – Q3 2016 TransForce Inc., a nationwide truck-driver staffing firm headquartered in Alexandria, Va., acquired the assets of Mississauga, Ontario-based KAS Personnel Services, a provider of commercial truck drivers and other transportation personnel. The transaction was completed July 1; terms were not disclosed. This is TransForce’s first international acquisition and its first deal since private equity firm Palladium Equity Partners LLC acquired TransForce last year. It is also the sixth acquisition in the last 36 months for TransForce, following the April 2015 acquisition of the assets of Choice Drivers, a regional provider of commercial truck drivers with its primary operations in Arizona. “TransForce is extremely excited about this acquisition,” said TransForce President and CEO David Broome. “KAS is a well- established provider of quality drivers in the Ontario market and we are very pleased to have the opportunity to offer our US-based clients additional support across the border in Canada.” KAS has served the transportation industry for almost 30 years in the Ontario market. TransForce will continue to operate in Ontario as KAS Staffing LTD. KAS’ senior management team will stay on board, and its owners will be retiring. TransForce has 53 offices across the U.S. and dispatches more than 3,500 drivers across North America, including Canada.
  • 10. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Notable Staffing Transactions – Q3 2016 Columbus, Ind.-based Elwood Staffing acquired Berks & Beyond Employment Services Inc., a firm serving the Pennsylvania market. The acquisition includes 15 Berks & Beyond branch offices located throughout southeastern Pennsylvania. Terms of the transaction were not disclosed. According to the press release, the acquired company will continue to operate under the Berks & Beyond brand and will function as a division of Elwood Staffing. Chris Garner, Berks & Beyond’s founder and long-time company leader, will continue to oversee local operations as regional VP. Sales and service staff will also remain in place. Berks & Beyond provides commercial and professional search staffing to a diverse client base, a business mix complimentary to that of Elwood’s. “We are pleased to welcome Berks & Beyond into the Elwood Staffing family,” Elwood Staffing CEO Mark Elwood said. “The most noticeable changes stemming from this relationship will be service enhancements. Employers, associates and job seekers will all benefit from Elwood’s national footprint, expert resources, and broad service capabilities.” With the acquisition of Berks & Beyond, Elwood counts more than 250 service locations, annual revenue of approximately $900 million, employment of approximately 25,000 temporary associates daily, and partnerships with more than 6,000 companies annually.
  • 11. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Notable Staffing Transactions – Q3 2016 Professional employer organization Oasis Outsourcing, one of the largest PEOs in the U.S., acquired CEP Inc., which holds more than 91% of the common stock of Fortune Industries Inc. (OTC Pink: FDVF), a PEO group comprised of Century II Inc., Employer Solutions Group Inc. and Professional Staff Management Inc. The transaction closed Sept. 16; terms of the deal were not disclosed. The brands will remain for now, and will be noted as “Oasis Outsourcing Companies.” Over time, the names will transition to Oasis Outsourcing. Indianapolis-based Fortune Industries in 2013 became a majority- owned subsidiary of CEP, a Tennessee corporation that included Fortune’s CEO Tena Mayberry and CFO Randy Butler. Founded in 1996, Oasis serves almost 6,000 clients and 200,000 worksite employees; this transaction will add more than 14,000 worksite employees in 47 states to the Oasis platform. Mayberry and Butler will transition away from the company in the next several months. The rest of the senior management team will remain with the company. The current sales and service team members at Century II, Employer Solutions Group and Professional Staff Management will continue to work from their existing locations. “The addition of Fortune Industries to the Oasis family continues our trend of strategic acquisitions as part of our growth strategy,” said Oasis Outsourcing President and CEO Mark Perlberg. “The inclusion of Century II, Professional Staff Management and Employer Solutions Group is significant in Oasis' strategy to increase our geographic footprint and cost-efficient client offerings. This acquisition also gives us the opportunity to welcome an experienced and talented team of Fortune Industries professionals to the Oasis organization.” Oasis Outsourcing will move to effect a ‘short-form’ merger of CEP with and into Fortune Industries under Indiana law, without a meeting of Fortune Industries shareholders. This process includes the mailing of a copy and summary of a plan of merger to each record shareholder of Fortune Industries common stock at least 30 days prior to filing the related articles of merger. Upon the closing of the short-form merger, Oasis Outsourcing will acquire all of the remaining shares of Fortune Industries common stock, par value $0.10 per share, for $0.586 per share in cash. After the completion of the merger, Fortune Industries will be a wholly owned subsidiary of Oasis Outsourcing, and shares of Fortune Industries will no longer be quoted on the OTC Pink platform. Oasis Outsourcing in 2014 was acquired by private equity firm Stone Point Capital and management.
  • 12. Staffing Industry M&A Landscape - Q3 2016 Staffing M&A Transactions Q3 2016 Announced Date Seller Buyer Business Description 7/1/16 KAS Personnel Services TransForce Inc. Provides staffing services related to commercial tucker drivers and other transportation personnel. TransForce is currently owned by the private equity firm Palladium Partners. 7/5/16 Rishworth Aviation Limited Empresaria Group plc Provides aviation recruitment and crew leasing services to airlines. 7/6/16 LAM and Associates MDstaffers Provides physician staffing services across Hawaii, Pacific Islands and the Mainland U.S. 7/8/16 Pro-J-Pharma AlliancePharma Inc. Provides healthcare personnel placement services. 7/13/16 Aabakus Inc. Lyons HR Provides outsources human resources (HR) services to small businesses. 7/14/16 The Legal Group Inc. SearchPoint NY Inc. (Noor Staffing Group LLC) Specializes in legal staffing of temporary and permanent positions in the South Florida legal market. 7/16/16 Terry Richards CPC Champion Personnel System, Inc. Provides executive search services. 7/18/16 Momentum Resources Vaco Resources Specializes in staffing services for flexible career opportunities. 7/22/16 AlphaVista Services Pediatric Therapy Services Provides therapy staffing and outsourcing to schools in the United States, India and the Middle East. 7/26/16 Berks & Beyond Employment Services Inc. Elwood Staffing Provides commercial and professional search staffing services. 8/1/16 Spring Lake Consulting Inc. Mitchell Martin Inc. Provides IT professionals and business domain experts in banking, hedge fund and insurance industry verticals. 8/2/16 InVentiv Health Inc. Advent International Provides outsourced services to the biopharmaceutical industry. 8/2/16 Atrium Personnel, Inc. DE Capua Enterprises Inc. Provides hiring solutions that include temporary and transitional staffing in South Florida. 8/10/16 FasPsych, LLC Pharos Capital Group, LLC Provides staffing services to the behavioral health services industry. 8/10/16 St. Joseph Missouri Express Employment Professionals The Staffing Center Provides outsourced recruitment and staffing support services. Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
  • 13. Staffing Industry M&A Landscape - Q3 2016 Staffing M&A Transactions Q3 2016 Announced Date Seller Buyer Business Description 8/16/16 Majesty Hospitality Staffing The Service Companies Provides quality full-time and temporary staffing for the hospitality industries in Dallas, Fort Worth and Houston, Texas. 8/19/16 Nextaff Malone Workforce Solutions Provides staffing services to the light industrial and administrative/clerical industries 8/25/16 Global Medical Staffing CHG Healthcare Services Provides recruiting services for healthcare facilities. 8/25/16 FPMI Solutions, Inc. Software Consortium, Inc. Provides human capital management and outsourcing services, learning solutions, and recruitment process outsourcing and executive search services. 8/29/16 Drake Staffing The Service Companies Provides staffing services to the hospitality sector. 9/7/16 Regal Personnel Workway Provides direct hire and executive search services. 9/7/16 BlueStaff Inc. BlueLine Associates Provides staffing and consulting services to the IT industry. 9/9/16 McLean Consulting ZRG Partners Inc. Provides executive search services for the life sciences sector. 9/12/16 Broadstreet Global Options Group Provides executive search and strategic consulting services to the financial services industry. 9/13/16 IPI Travel Nursing Advanced Medical Personnel Services Inc. Provides travel nurse staffing services. 9/15/16 Labor Smart Energy Staffing Solutions Inc. (AlumiFuel Power Corp.) Provides temporary blue-collar staffing services. 9/19/16 CEP Inc. (Fortune Industries) Oasis Outsourcing Operates as a professional employer organization (PEO). 9/19/16 CDI-AndersElite Limited Management Team & Employees of CDI- AndersElite Provides staffing and recruitment services to firms in the UK built environment and rail industries. Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
  • 14. Staffing Industry M&A Landscape - Q3 2016 Staffing M&A Transactions Q3 2016 Announced Date Seller Buyer Business Description 9/19/16 System One Holdings LLC Thomas H. Lee Partners L.P Pittsburgh-based System One announced private equity firm Thomas H. Lee Partners L.P. agreed to make a significant investment in the firm. The investment proceeds will be used to purchase the interests of middle-market private equity firm MidOcean Partners, System One’s current investment partner, which invested in the company in December 2012. 9/28/16 Clover Global Solutions, LP ANOTECH Energy Provides energy companies with global staffing and workforce solutions. 9/27/16 BioQuest Diversified Search Provides search services in the life sciences industry. 9/26/16 TheraStaff LLC Therapy Staff LLC (Aeqour Healthcare Services) Provides healthcare staffing services for the rehabilitation therapy field. 9/20/16 Ciber Sweden Bouvet Stockholm AB Provides IT, digital technology, digital communication and enterprise management services. 9/29/16 Universal Labor & Staffing, The Onin Group Provides industrial staffing services. 9/30/16 MSI International CorTech LLC Provides staffing and direct-hire services across the accounting, banking, construction, IT, legal and oil and gas industries. Source: Duff & Phelps Securities, Staffing Industry Analysts, Capital IQ, MergerMarket
  • 15. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Public Trading Data for Staffing Companies ($ in millions, except per share amounts) Company Name Ticker Price as of 52 Week % of 52 Week High Market Cap Enterprise Value LTM Revenue EBITDA LTM EBITDA Margin EV/EBITDA 09/30/2016 Low Hi LTM 2016E LTM 2016E Adecco Group AG ADEN $56.42 $46.42 $77.46 72.8% $10,653.3 $12,071.2 $24,846.5 $1,321.6 $1,372.4 5.3% 9.1x 8.8x Barrett Business Services Inc. BBSI 49.61 22.55 53.00 93.6 347.9 310.1 786.9 34.5 0.0 4.4 9.0 NA CDI Corp. CDI 5.67 4.31 9.39 60.4 109.7 98.4 941.4 (2.4) (6.7) (0.2) NM NM General Employment Enterprises Inc. JOB 5.23 3.56 7.70 67.9 11.3 13.3 73.7 2.2 4.5 3.0 6.1 2.9 Kelly Services, Inc. KELY.A 19.22 13.76 20.98 91.6 712.8 726.1 5,537.2 94.6 101.0 1.7 7.7 7.2 ManpowerGroup Inc. MAN 72.26 57.26 93.34 77.4 5,669.2 5,975.6 19,536.2 815.9 804.6 4.2 7.3 7.4 Randstad Holding NV RAND 45.58 35.68 67.09 67.9 7,843.0 9,689.2 21,968.6 1,021.5 1,106.1 4.6 9.5 8.8 Staffing 360 Solutions, Inc. STAF 7.90 1.22 6.78 116.5 36.3 36.7 165.6 (1.7) 3.6 (1.0) NM 10.1 TrueBlue, Inc. TBI 22.66 17.35 30.25 74.9 877.6 758.3 2,813.2 148.7 158.0 5.3 5.1 4.8 Average 78.0% $2,228.1 $2,513.48 $7,392.7 $302.2 $311.1 3.3% 7.4x 7.4x Median 74.9% $712.8 $726.1 $2,813.2 $94.6 $101.0 4.2% 7.5x 7.7x Commercial Staffing Note: $ Millions, except for per share data. Average excludes the highest and lowest values. EBITDA does not reflect adjustments for extraordinary items. Source: Capital IQ as of September 30, 2016. Represents publicly traded staffing companies tracked by Duff & Phelps. DEFINITIONS PEG Ratio: Price earnings to growth EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization EPS: Earnings Per Share Enterprise Value: Market Capitalization + Total Debt + Preferred Equity + Minority Interest – Cash and Short Term Investments LTM: Last Twelve Months
  • 16. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Public Trading Data for Staffing Companies ($ in millions, except per share amounts) Company Name Ticker Price as of 52 Week % of 52 Week High Market Cap Enterprise Value LTM Revenue EBITDA LTM EBITDA Margin EV/EBITDA 09/30/2016 Low Hi LTM 2016E LTM 2016E BG Staffing, Inc. BGSF $15.48 $10.53 $21.75 71.2% $114.6 $114.6 $249.0 $23.2 $24.3 9.3% 4.9x 4.7x Ciber, Inc. CBR 1.15 0.93 3.90 29.5 84.6 93.7 728.0 (18.4) (36.1) NM NM NM Hudson Global, Inc HSON 1.54 1.46 2.98 51.8 51.1 17.1 430.4 (3.2) 0.4 NM NM 40.0 Kelly Services, Inc. KELY.A 19.22 13.76 20.98 91.6 712.8 726.1 5,537.2 94.6 101.0 1.7 7.7 7.2 Kforce Inc. KFRC 20.49 14.87 28.84 71.0 736.3 732.0 1,326.5 80.6 75.0 6.1 9.1 9.8 ManpowerGroup Inc. MAN 72.26 57.26 93.34 77.4 5,669.2 5,975.6 19,536.2 815.9 804.6 4.2 7.3 7.4 Mastech Holdings, Inc. MHH 8.12 6.25 8.62 94.2 32.4 29.1 132.4 7.4 0.0 5.6 4.0 NA On Assignment Inc. ASGN 36.29 29.34 51.00 71.2 1,906.0 2,331.7 2,339.8 256.0 292.3 10.9 9.1 8.0 Randstad Holding NV RAND 45.58 35.68 67.09 67.9 7,843.0 9,689.2 21,968.6 1,021.5 1,106.1 4.6 9.5 8.8 RCM Technologies Inc. RCMT 6.63 4.24 6.70 98.9 79.8 49.5 185.0 9.2 0.0 5.0 5.4 NA Resources Connection, Inc. RECN 14.94 12.30 18.71 79.9 612.6 489.7 598.5 58.3 55.8 9.7 8.4 8.8 Robert Half International Inc. RHI 37.86 34.34 54.01 70.1 5,351.2 5,063.3 5,264.1 644.2 639.0 12.2 7.9 7.9 TSR, Inc. TSRI 4.32 3.37 9.50 45.5 8.6 0.4 61.0 0.9 NA 1.4 0.5 NA Volt Information Sciences Inc. VISI 6.35 5.62 9.22 68.9 132.4 104.9 1,356.7 2.9 NA 0.3 NM NA Average 71.7% $1,290.2 $1,310.6 $3,140.3 $165.8 $199.2 5.9% 7.1x 8.3x Median 71.1% $372.5 $302.1 $1,027.2 $40.7 $65.4 5.3% 7.7x 8.0x Professional Staffing DEFINITIONS PEG Ratio: Price earnings to growth EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization EPS: Earnings Per Share Enterprise Value: Market Capitalization + Total Debt + Preferred Equity + Minority Interest – Cash and Short Term Investments LTM: Last Twelve Months Note: $ Millions, except for per share data. Average excludes the highest and lowest values. EBITDA does not reflect adjustments for extraordinary items. Source: Capital IQ as of September 30, 2016. Represents publicly traded staffing companies tracked by Duff & Phelps.
  • 17. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Public Trading Data for Staffing Companies ($ in millions, except per share amounts) Company Name Ticker Price as of 52 Week % of 52 Week High Market Cap Enterprise Value LTM Revenue EBITDA LTM EBITDA Margin EV/EBITDA 09/30/2016 Low Hi LTM 2016E LTM 2016E AMN Healthcare Services Inc. AHS $31.87 $21.24 $44.99 70.8% $1,414.6 $1,606.9 $1,727.1 $198.9 $229.4 11.5% 8.1x 7.0x Cross Country Healthcare, Inc. CCRN 11.78 9.72 18.76 62.8 364.0 391.0 784.9 39.8 44.5 5.1 9.8 8.8 Team Health Holdings, Inc. TMH 32.56 30.83 63.56 51.2 2,197.5 2,700.9 4,137.0 388.5 490.6 9.4 7.0 5.5 Average 76.2% $1,649.7 $1,890.6 $2,091.3 $195.0 $260.5 8.5% 10.7x 8.3x Median 74.2% $1,774.1 $1,966.5 $1,603.6 $179.1 $224.8 9.5% 11.0x 8.7x Heidrick & Struggles International Inc. HSII $18.55 $16.23 $30.62 60.6% $333.4 $1,327.8 $562.0 $51.8 $52.9 9.2% NM NM Korn/Ferry International KFY 21.00 18.57 38.93 53.9 1,020.6 1,664.7 1,400.3 156.1 196.1 11.1 10.7 8.5 Average 57.3% $677.0 $1,496.3 $981.2 $104.0 $126.1 10.2% 10.7x 8.5x Median 57.3% $677.0 $1,496.3 $981.2 $104.0 $126.1 10.2% 10.7x 8.5x Executive & Retained Search DEFINITIONS PEG Ratio: Price earnings to growth EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization EPS: Earnings Per Share Enterprise Value: Market Capitalization + Total Debt + Preferred Equity + Minority Interest – Cash and Short Term Investments LTM: Last Twelve Months Healthcare Staffing Note: $ Millions, except for per share data. Average excludes the highest and lowest values. EBITDA does not reflect adjustments for extraordinary items. Source: Capital IQ as of September 30, 2016. Represents publicly traded staffing companies tracked by Duff & Phelps.
  • 18. Capital Markets Industry Insights | Q1 2016Staffing Industry M&A Landscape - Q3 2016 Selected Duff & Phelps Staffing Transactions has been acquired by a portfolio company of North Texas Opportunity Fund LP, has been acquired by has been acquired by and Prescott Legal Professionals, LP have been acquired by a portfolio company a portfolio company a division of MPS Group,inc a portfolio company Sell Side Advisor Sell Side Advisor Sell Side Advisor Sell Side Advisor Sell Side Advisor has been acquired by has been acquired by Sell Side Advisor Sell Side Advisor Sell Side Advisor Sell Side Advisor has been acquired by has been acquired by has been acquired byhas been acquired by Sell Side Advisor
  • 19. Staffing Industry M&A Landscape - Q3 2016 Contact Us John Niehaus Managing Director +1 713 986 9307 john.niehaus@duffandphelps.com Duff & Phelps Securities, LLC 712 Main Street Suite 2500 Houston, TX 77002 Jim Rebello Managing Director +1 713 986 9318 james.rebello@duffandphelps.com Duff & Phelps Securities, LLC 712 Main Street Suite 2500 Houston, TX 77002 Staffing Industry M&A Landscape - Q3 2016 For more information please visit: www.duffandphelps.com Duff & Phelps is the premier global valuation and corporate finance advisor with expertise in complex valuation, dispute and legal management consulting, M&A, restructuring, and compliance and regulatory consulting. The firm’s more than 2,000 employees serve a diverse range of clients from offices around the world. M&A advisory and capital raising services in the United States are provided by Duff & Phelps Securities, LLC. Member FINRA/SIPC. Pagemill Partners is a Division of Duff & Phelps Securities, LLC. M&A advisory and capital raising services in the United Kingdom and Germany are provided by Duff & Phelps Securities Ltd., which is authorized and regulated by the Financial Conduct Authority. About Duff & Phelps Copyright © 2016 Duff & Phelps LLC. All rights reserved.