HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
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Houlihan Lokey Human Capital Management Houlihan Lokey is pleased to present its Human Capital Management (HCM) Industry Update for winter 2022. Once again, we are happy to share industry insights, a public markets overview, a snapshot of relevant macroeconomic indicators, transaction announcements, and related details. We believe this newsletter will provide you with the most important and relevant information you need to stay up to date with the HCM industry. If there is additional content that you would find useful for future updates, please do not hesitate to contact us with your suggestions. Regards, Thomas Bailey Andrew Shell Pat O’Brien Jon Harrison Arthur Callaghan Managing Director Sr. Vice President Vice President Managing Director Director TBailey@HL.com AShell@HL.com POBrien@HL.com JHarrison@HL.com Arthur.Callaghan@HL.com 404.495.7056 404.495.7002 404.495.7042 +44 (0) 20 7747 7564 +44 (0) 20 7484 4085 Larry DeAngelo—Head of Business Services R.B. McCutcheon—Senior Vice President HCM Team and LDeAngelo@HL.com RMcCutcheon@HL.com Additional Contacts 404.495.7019 404.495.7059 Alex Scott—Associate Bennett Tullos—Associate Mike Bertram—Associate John Quirk—Associate AScott@HL.com BTullos@HL.com MBertram@HL.com JQuirk@HL.com 404.926.1609 404.926.1619 404.495.7040 404.926.1621 Will Mahaffey—Analyst Sean DeLaney—Analyst Elizabeth Feldman—Analyst Rebecca Tinkler—Analyst WMahaffey@HL.com SDeLaney@HL.com EFeldman@HL.com RTinkler@HL.com 404.495.7034 404.926.1615 404.926.1637 404.926.1636 Human Capital Management—Coverage by Subsector Staffing and VMS/MSP/ Talent Management Payroll/ HR Consulting/ Recruitment RPO and Development PEO Benefits Admin Select Advised Transactions Funds managed by affiliates of a portfolio company of funds a portfolio company of managed by affiliates of a portfolio company of a portfolio company of Platform a portfolio company of a portfolio company of Partners and a consortium of has acquired investors has acquired has been acquired by has acquired has been acquired by has been acquired by has been acquired by has been acquired by a portfolio company of a portfolio company of Buyside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Buyside Advisor Sellside Advisor Sellside Advisor Buyside Advisor a portfolio company of a portfolio company of INFOR BUSINESS UNIT a portfolio company of has sold its majority stake in a portfolio company of a portfolio company of has been acquired by an affiliate of has merged with has been acquired by has been acquired by has been acquired by has been acquired by a portfolio company of has been acquired by to Management and a portfolio company of Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Tombstones included herein represent select transactions closed from 2019 forward. 2
Houlihan Lokey is the trusted advisor to more top decision-makers than any other independent global investment bank. No.1 2021 All U.S. Transactions M&A 1 Houlihan Lokey 301 Advisor 2 Goldman Sachs 285 For Seven Straight Years 3 JP Morgan 282 All U.S. Transactions 4 Jefferies 199 All U.S. Transactions 2015, 2016, 2017, 2018, 2019, 5 Morgan Stanley 185 2020, and 2021 Source: Refinitiv 2021 M&A Advisory Rankings 2020 M&A Advisory Rankings 2019 M&A Advisory Rankings All U.S. Business Services Transactions All U.S. Business Services Transactions All U.S. Business Services Transactions Advisor Deals Advisor Deals Advisor Deals 1 Houlihan Lokey 36 1 Houlihan Lokey 17 1 Houlihan Lokey 24 2 JP Morgan 25 2 Generational Equity 13 2 Raymond James Financial Inc 13 3 Robert W Baird & Co Inc 22 2 Jefferies LLC 13 2 Lincoln International 13 4 Goldman Sachs & Co 21 5 Canaccord Genuity Grp Inc 16 4 JP Morgan 12 4 Generational Equity 12 5 William Blair & Co 16 4 Evercore Partners 12 5 William Blair & Co 10 Source: Refinitiv. Source: Refinitiv. Source: Refinitiv. As a market-leading business services advisory firm, Houlihan Lokey has more than 90 dedicated business services professionals throughout the United States and internationally to match the global needs of its clients. 3
Select Houlihan Lokey M&A Transactions A&M Capital Partners is focused on middle-market control transactions in North America with total assets under management of $2.5 billion. P2P Staffing (P2P) is a leading provider of professional staffing, locum tenens staffing, and solutions through its TekPartners and MPLT Healthcare (MPLT) brands. P2P provides IT staffing, professional services, has acquired and infrastructure solutions through its TekPartners brand and provides physician and advanced practice provider staffing through locum, locum-to- perm, and direct hire options through its MPLT division. P2P maintains six offices across the United States, with branches in Florida, North Carolina, and Wisconsin. P2P was founded in 2002 and is based in Boca Raton, Florida. Buyside Advisor Houlihan Lokey served as financial advisor to A&M Capital Partners. January 2022 Addison Group is a leading, Chicago-based professional services firm specializing in talent solutions and consulting. Founded in 1999, Addison Group offers a full suite of resources across the technology, finance and accounting, non-clinical healthcare, administration, human resources, and a portfolio company of digital marketing industries. Its talent solutions include professional staffing services and recruiting and executive search, and its leading consulting brands include AIM Consulting, Bridgepoint Consulting, DLC, and ArcLight. Trilantic North America is a private equity firm focused on investments in has been acquired by the North American region, primarily within the consumer, business services, and energy sectors. Houlihan Lokey served as financial advisor to Addison Group and Odyssey Sellside Advisor Investment Partners. January 2022 GHR is a leading provider of healthcare staffing services, offering travel nursing, local nursing, per diem nursing, allied health, behavioral health, education, information technology, managed services, interim leadership, and permanent placement services to healthcare facilities nationwide. GHR a portfolio company of Platform operates three national divisions across a broad geographic footprint of 11 Partners and a consortium of locations built through acquisition and organic expansion. GHR has helped investors thousands of healthcare facilities, school districts, and community-based organizations meet their staffing needs over the past 28 years. has been acquired by MidOcean Partners is a premier New York–based alternative asset manager specializing in middle-market private equity and alternative credit investments. Since its inception in 2003, MidOcean Partners has targeted investments in the consumer and business services sectors. Sellside Advisor Houlihan Lokey served as financial advisor to GHR. December 2021 4
Select Houlihan Lokey M&A Transactions (cont.) Founded in 2010, American Health Staffing Group (AHSG), a leading provider of healthcare talent and technology solutions, provides travel nursing, allied health, pharmacy, dialysis, interim leadership, managed services, non-clinical, and SaaS technology solutions in thousands of a portfolio company of healthcare locations in all 50 states. AHSG offers two proprietary SaaS technology platforms, including Trio VMS, a vendor management system designed to address complex operations for all healthcare talent, and Insight ATS+, the first healthcare-specific applicant tracking system delivering recruiters high-quality and efficient management systems has been acquired by throughout the full recruitment and placement process. Littlejohn & Co. is a Connecticut-based investment firm focused on private equity and debt investments primarily in middle-market companies. Sellside Advisor Houlihan Lokey served as the exclusive financial advisor to AHSG and November 2021 BelHealth Investment Partners. EmployBridge provides value-added workforce solutions and job opportunities through focused specialty divisions. EmployBridge is recognized by Staffing Industry Analysts as America's largest industrial a portfolio company of funds staffing firm. managed by affiliates of Hire Dynamics is a top provider of light industrial workforce solutions in the has acquired Southeastern United States. Hire Dynamics is among the top 1% of more than 22,000 staffing companies as a winner of ClearlyRated's "Best of Staffing® for Client and Talent Satisfaction" for 12 consecutive years. a portfolio company of Through approximately 70 locations, Hire Dynamics specializes in manufacturing, logistics/e-commerce, contact center, and office support. Apollo is a high-growth, global alternative asset manager. Buyside Advisor Houlihan Lokey served as financial advisor to EmployBridge and Apollo. November 2021 Ettain group (ettain), one of the largest IT resourcing and services providers in North America, delivers talent solutions across its technology, healthcare IT, digital, professional, and government practice areas. Founded in 1996, ettain has 28 offices located in 24 key regions across a portfolio company of North America and is consistently recognized as a leader in the space. Ettain is a proud recipient of ClearlyRated’s Best of Staffing Diamond Award for both client and talent satisfaction for 10 consecutive years. ManpowerGroup (Manpower), a leading global workforce solutions has been acquired by company, helps organizations transform in a fast-changing world of work by sourcing, assessing, developing, and managing the talent that enables them to win. Sellside Advisor Houlihan Lokey served as the exclusive financial advisor to ettain group and A&M Capital Partners. October 2021 5
HCM Spotlight: The Great Resignation Wage Inflation Serving as Both a Cause and Effect of the Great Resignation More people quit their job in 2021 than during any previous year Key Drivers of Recent Turnover(1) since the Bureau of Labor Statistics began tracking quit rates in 2000, a phenomenon that has become known as the Great Wage Cultural Inflation Misalignment Resignation and has continued into 2022. In December 2021, the LTM quit rate (the % of the workforce that voluntarily Job Increased left their job) reached a record 32.5%, compared to the Insecurity Burnout average annual quit rate of 26.4% for the 2016–2019 period. COVID-19 Lack of While most notable among employees who work in fields that Concerns Recognition have experienced extreme increases in demand due to the pandemic, such as healthcare, retail, and food services, the Monthly Quits vs Nominal Wage(2) exodus is part of a much broader trend across all sectors of the economy. Nonfarm Quits (thousands) Nominal Wage 5,000 $35.0 A recent MIT Sloan Management Review article analyzed data $32.5 4,000 from Glassdoor and found that while compensation is a factor $30.0 3,000 contributing to the increased turnover many companies have $27.5 seen in recent months, it is only one of many reasons cited. In 2,000 $25.0 particular, cultural misalignment, job insecurity, and 1,000 $22.5 burnout are some of the best predictors of individual company 0 $20.0 attrition while controlling for industry. Jan-18 Jul-18 Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 High transparency in prevailing market wages gives employees Rolling LTM Quit Rate(2) a firm understanding of what they can earn in a new job. To help stem departures and retain talent, employers have been Rolling LTM Quit Rate 35% forced to offer even more competitive compensation and benefit packages. The result is wage inflation serving as both 30% a cause and effect of the Great Resignation. 25% Evolving Demands of Labor and Expectations of Clients 20% Open Diverse Possibilities for HCM Firms 15% Jan-18 Jul-18 Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 A significant effect of the Great Resignation has been wage inflation of a level not seen in many years. For companies providing outsourced human capital, this represents both an Select Quotes from Staffing Executives opportunity and a threat. Employers are seeking to minimize “Just like in any recovery in any labor market labor costs while recognizing that previously competitive where there is high wage inflation, you can salaries may no longer be sufficient to maintain headcount. see the churn rate and the resignation rates go up.” Firms with strong market positions that are able to effectively Jonas Prising, ManpowerGroup CEO, Dec. 2021(3) pass along costs will be able to benefit from an increased bill rate-to-pay rate spread. However, those that are not able to “While wage inflation is elevated, we're certainly able to pass that through and effectively navigate these complexities may suffer, with expand our gross margins.” possible hits to fill rates and margins. Keith Waddell, Robert Half CEO, Jan. 2022(4) (1) “Toxic Culture Is Driving the Great Resignation,” MIT Sloan Management Review, January 2022. (2) U.S. Bureau of Labor Statistics. (3) Yahoo Finance interview. (4) Robert Half Q4 2021 earnings call. 6
HCM M&A Activity 2021 HCM Transactions by Category 2021 saw record transaction volumes as valuations were 17% elevated above historical norms. The largest segment of HCM transactions was for firms 41% providing talent acquisition 11% 357 technology. This segment is Transactions experiencing significant tailwinds, as companies have adjusted their 10% hiring practices during the pandemic. 6% 8% Information technology and 7% healthcare have been particularly active sectors the past 12 months, Talent Acquisition Technology Healthcare Staffing with a combined 68 transactions. Other professional staffing assets Multiple Professional Staffing IT Staffing (e.g., F&A and Creative) are also Permanent Placement Industrial Staffing continuing to experience strong All Other Categories demand. Yearly HCM Transaction Volume 2021 saw 357 transactions, which represents an increase of 33% compared to 2020. This is also significantly above the preceding five-year average of HCM M&A activity of 267 transactions per year for the 2016 to 2020 period. Companies with a strong growth profile, dedicated management team, and diversified yet entrenched customer base are highly sought after by both financial and strategic buyers. 33% Growth 357 324 316 269 235 192 2016 2017 2018 2019 2020 2021 Sources: S&P Capital IQ, Staffing Industry Analysts, Mergermarket, public company filings, press releases. Note: Represents global M&A activity. 7
Historical Performance and 2021 Trends Select Averages Denotes Recession All 02–07 07–12 5 Yrs LTM EV/EBITDA Staffing Index 9.5x 10.1x 8.1x 9.8x 10.7x Temp Employment (000s) 2,539 2,431 2,279 2,815 2,728 Temp Penetration 1.84% 1.82% 1.70% 1.91% 1.87% 9.9x 1.87% 2.79M 2000 2003 2006 2009 2012 2015 2018 2021 EV/NTM EBITDA Staffing Index(1) Temporary Employment Temporary Penetration Rate Following the volatility in temporary employment in the U.S. in 2020 due to the varied responses to COVID-19, key indicators largely stabilized in 2021. The U.S. temporary penetration rate settled at 1.87% in December 2021, above its average of 1.84% since 2000. Nonfarm employment rose by just 199,000 jobs in December, signaling a slowdown to the recovery made since the beginning of the year. In recent years, many continental European countries have seen temporary staffing penetration rates well into the double digits. However, these rates have softened in recent quarters for many countries. While the labor market of each country may differ in key ways, we view the relatively lower U.S. rate as a sign that there is room for further expansion. The Staffing Index shown above reflects a EV/NTM EBITDA multiple of 9.9x as of December 2021. Since 2000, the multiple has averaged 9.5x, reaching a peak in January 2000 and a low in December 2008. Although expansion has been tempered in recent months by the spread of the Delta and Omicron variants, valuations remain above pre-pandemic levels. Falling unemployment globally, coupled with lower infection rates, is supporting the heightened multiples. Key Market Trends Global Economies Show Robust M&A Resilient With Abundance Historic Levels of Dry Powder Recovery of Interested Buyers Economies continued to show The 357 HCM transactions in 2021 vs. Armed with brisk fundraising and nearly remarkable strength in recovery, the 269 transactions in 2020 $2.3 trillion in dry powder, global PEs propelled by capital markets at all-time demonstrate the market strength that is are expected to continue driving the highs and falling unemployment. continuing into 2022. unabated dealmaking space. Competition for Select Assets Cheap Capital Fueling M&A Investors Keep an Eye on Driving Valuations Activity Inflation and Rates Valuations are on the rise in a market Low interest rates and a friendly Investors are keeping a close eye on filled with buyers holding cash and environment for capital raising are fueling interest rates, with inflation rates rising looking to acquire assets to enhance M&A activity; U.S. and Europe leveraged globally, as regulators decide their next competitive advantages. at 5.3x and 5.5x EBITDA, respectively. steps. (1) Staffing Index comprises North America, the United Kingdom, Europe, APAC, and rest of world (RoW) select public comps (see “Public Comps—Trading and Operating Performance” on page 15 for additional detail). 8
Debt Capital Markets Trends in Loan Statistics United States 1,272 ($ in billions) Leveraged Loan New Issuances Deal Count 1,105 1,131 948 904 794 735 787 $789 722 601 $650 $624 638 $607 478 $465 $528 $482 $492 $375 $433 $393 $236 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Average PF Total Debt/EBITDA 3.9x 4.4x 4.6x 4.7x 4.9x 4.7x 5.0x 5.0x 5.2x 5.2x 5.1x 5.3x Europe Leveraged Loan New Issuances Deal Count ($ in billions) 272 238 206 195 189 176 176 169 140 147 $155 $136 102 105 $106 $115 $89 $77 $91 $60 $70 $74 $57 $36 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Average PF Total Debt/EBITDA 4.2x 4.4x 4.5x 4.7x 5.0x 5.0x 4.9x 5.1x 5.4x 5.3x 5.3x 5.5x Recent Issuances and Notable Transactions ($ in millions) Structure 1st Lien 2nd Lien Total Date Borrower Sponsor(s) Use LIBOR LIBOR Leverage Total RC 1st Lien 2nd Lien Spread Spread Recap/ Jan-22 Vaco Holdings Olympus Partners $740 $40 $700 -- 500 -- -- Dividend Trilantic Capital Jan-22 Addison Group LBO $590 $65 $525 -- 425 -- -- Partners EmployBridge Nov-21 Apollo Management Acquisition $200 -- $200 -- 475 -- -- Holding Co. CHG Healthcare Sep-21 Leonard Green Recap $1,730 $150 $1,580 -- 375–400 -- -- Services Cornerstone Sep-21 Clearlake Capital LBO $2,418 $300 $2,118 400 -- -- OnDemand Aug-21 Alight Solutions Blackstone Acquisition $525 -- $525 -- 300 -- -- System One Aug-21 Oaktree Capital Refinancing $320 -- $320 -- 400 -- -- Holdings Jul-21 EmployBridge Apollo LBO $1,025 $300 $725 -- 475 -- -- Feb-21 TriNet -- Refinancing $500 $500 $90 -- -- -- -- trustaff and Fastaff Cornell Capital and Feb-21 LBO $575 $50 $575 -- 425 -- -- Travel Nursing Trilantic System One Jan-21 Oaktree Capital LBO $335 $45 $290 -- 450 -- -- Holdings Source: S&P Global Market Intelligence. 9
Global Employment Statistics International Comparison: Unemployment Rates(1) 7.4% 7.0% 4.1% 3.9% 3.2% 2.7% Eurozone France Germany Japan U.K. U.S. Global unemployment rates continued to decline through December 2021 despite the spread of the Omicron COVID-19 variant at the end of the year. The OECD predicts unemployment rates will continue their improvement and reach 5.5% for its 38 member countries by the end of 2022. International Comparison: Temporary Penetration Rates(2) 15.7% 15.8% 11.2% 6.0% 2.5% 1.9% Eurozone France Germany Japan U.K. U.S. Penetration trends in Europe varied country by country over 2021 but remained high overall as a result of stringent protections around permanent employment, causing employers to be more cautious about hiring full- time employees. U.S. penetration has generally increased since the financial crisis and stood at 1.9% as of December 2021. Sources: Bureau of Labor Statistics (U.S.), Eurostat, Office for National Statistics (U.K.), Statistics Bureau (Japan), OECD, SIA. Note: Eurozone comprises the following countries: Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia, and Spain. (1) U.K. data as of October 2021; all others as of December 2021. (2) Japan and U.S. data as of December 2021; all others as of September 2021. 10
U.S. Macroeconomic Indicators Nonfarm Employment and YoY Change Temp Employment and Penetration Nonfarm Employment (thousands) YoY Change Temp Employment (thousands) Temp Penetration Rate 155,000 12% 3,500 2.2% 150,000 8% 2.0% 3,000 4% 145,000 1.8% 0% 2,500 140,000 1.6% (4%) 2,000 135,000 1.4% (8%) 130,000 1,500 1.2% (12%) 125,000 (16%) 1,000 1.0% 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 Source: U.S. Bureau of Labor Statistics. Source: U.S. Bureau of Labor Statistics. December 2021 nonfarm employment reached 149.0 The temporary penetration rate, which measures million, recording a monthly increase of 199,000, a temporary employment as a percentage of total tepid rise compared to the strong gains made since nonfarm employment, increased from 1.84% in May 2021. The 199,000 increase compares to the December 2020 to 1.87% in December 2021. median gain of 220,000 per month over the previous Temporary employment was 2.79 million in December five years. Higher overall employment is a driver of 2021, an increase of 5.7% since December 2006. A HCM revenue. higher temporary penetration rate signifies a larger market for HCM businesses. Unemployment Rate and Participation Real and Nominal Wage Growth U3 (headline unemployment rate) Labor Force Participation Rate Nominal Wage Real Wage CPI 68% $34 15% $32 $31.31 66% 13% $30 64% $28 11% 62% $26 9% $24 $22.55 7% 60% $22 5% 58% $20 3% 56% $18 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 Source: U.S. Bureau of Labor Statistics. Source: U.S. Bureau of Labor Statistics. The unemployment rate was 3.9% in December Nominal wages have grown 52.2% since December 2021, while labor force participation (LFP) was 2006, with the average hourly wage rate coming in at 61.9%. The LFP rate dropped sharply during the first $31.31 in December 2021, a 4.7% increase over the few months of the pandemic before making a partial rate a year prior. Real wages decreased 2.3% over recovery during 2020 and continuing to inch higher the same period. Wage growth is a fundamental through 2021. Just how long the participation rate will contributor to the HCM market, especially the staffing stay at these relatively depressed levels is up for segment. debate. 11
M&A Market Intelligence Global M&A Activity ($ in trillions) Value of Deals Number of Deals 64,408 51,818 51,652 50,490 49,450 48,269 $5.87 46,319 42,825 42,212 42,324 40,048 39,889 38,191 $4.14 $4.08 $3.73 $3.41 $3.46 $3.34 $3.44 $2.42 $2.55 $2.44 $2.37 $1.98 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Global M&A activity continued to grow at a record pace, with transaction values and volumes in 2021 reaching record levels. The increase in deal value partially reflects an environment in which buyers are willing to pay premiums for assets with competitive advantages and technologies after conserving capital during the beginning of 2020. Deal volumes increased 30.2% in 2021 compared to 2020. As businesses continue to move forward from the pandemic in an environment with easy access to capital, dealmaking is expected to continue, with the focus remaining on value creation and top-line growth. U.S. M&A Activity ($ in trillions) Value of Deals Number of Deals 16,167 13,605 12,891 12,430 11,537 11,621 $2.55 10,807 10,232 8,630 8,807 9,132 7,901 8,319 $1.82 $1.80 $1.70 $1.49 $1.59 $1.33 $1.34 $1.04 $1.03 $0.75 $0.78 $0.81 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 The U.S. experienced significant M&A activity in 2021, with transaction values nearly doubling from 2020. Deal volume increased 30.1% in 2021 vs. 2020, on similar lines with global levels. The significant number of deals combined with elevated valuations resulted in transaction values growing a staggering 90% in 2021 compared to 2020. Deals are accelerating in a fiercely competitive M&A market, with an abundance of willing sellers exiting at premium multiples. The SPAC rush in the first half of 2021 also contributed to the heightened activity in the space, and with the substantial number of SPACs still competing for acquisitions with strategics and sponsors, transaction volumes are expected to continue their uptrend. Source: Refinitiv. Notes: Regional breakdowns are by target and are based on total number of transactions. Includes minority equity deals, equity carve-outs, exchange offers, open market repurchases, and deals with undisclosed transaction values. 12
Public Comps—Segment Composition and Performance North America United Kingdom Europe APAC and RoW AMN Healthcare Hays Adecco Career International ASGN Impellam Group Allgeier HRnetGroup BG Staffing PageGroup Amadeus FiRe LIKE Computer Task Group Robert Walters Brunel MEITEC Cross Country Healthcare Staffline Group Groupe CRIT OUTSOURCING Heidrick & Struggles SThree Randstad Pasona Group Kelly Services Count: 6 Synergie PERSOL Kforce Count: 7 Recruit Holdings Korn Ferry BeNext-Yumeshin ManpowerGroup Trust Tech RCM Technologies UT Group Robert Half Count: 11 TrueBlue Count: 13 Public Equity Markets Performance: Two-Year Change in EV/NTM EBITDA The recent public markets decline has put a damper on an otherwise strong period of valuation appreciation experienced since the initial sell-off of the early pandemic days. North America United Kingdom Europe APAC and RoW 18.0x (5.7%) (0.6%) 11.5% 11.1% 15.0x 12.0x 11.7x 9.0x 8.4x 8.3x 7.1x 6.0x 3.0x Feb-20 May-20 Aug-20 Nov-20 Feb-21 May-21 Aug-21 Nov-21 Feb-22 Source: S&P Capital IQ. 13
Public Comps—Benchmarking Analysis Margin: 2022E EBITDA Margin Margin projections for 2022 are elevated above historical levels, with cost optimizations undertaken during a difficult 2020 and recent wage inflation offering an opportunity to boost to rate spreads. Median 2022E: 7.2% 7.4% 7.7% 7.7% 7.2% 7.1% 6.9% 5.4% 5.4% 5.4% 5.8% 4.2% 4.6% 5-Yr Avg 3-Yr Avg 2022E 5-Yr Avg 3-Yr Avg 2022E 5-Yr Avg 3-Yr Avg 2022E 5-Yr Avg 3-Yr Avg 2022E North America United Kingdom Europe APAC and RoW Growth: 2021–2022E Revenue Staffing revenues are expected to continue on their growth trajectory, supported by tight labor markets associated with the Great Resignation and further reductions in pandemic restrictions increasing demand. Median 2021–2022E: 8.4% 13.3% 12.2% 10.2% 6.8% 8.3% 5.5% 5.4% 3.9% 3.7% 2.3% 2.8% 1.9% 5-Yr 3-Yr ‘21– 5-Yr 3-Yr ‘21– 5-Yr 3-Yr ‘21– 5-Yr 3-Yr ‘21– CAGR CAGR ‘22E CAGR CAGR ‘22E CAGR CAGR ‘22E CAGR CAGR ‘22E North America United Kingdom Europe APAC and RoW Multiple: Enterprise Value/2022E EBITDA Valuation multiples at the start of 2022 are slightly below historical averages, with anticipated monetary policy changes depressing valuations. Current levels indicate robust near-term growth expectations. Median 2022E: 7.9x 9.5x 10.0x 8.9x 8.8x 8.6x 8.4x 8.9x 8.2x 8.1x 7.8x 7.3x 7.2x 5-Yr Avg 3-Yr Avg 2022E 5-Yr Avg 3-Yr Avg 2022E 5-Yr Avg 3-Yr Avg 2022E 5-Yr Avg 3-Yr Avg 2022E North America United Kingdom Europe APAC and RoW Source: S&P Capital IQ. Note: Select firms are in process of reporting full-year 2021 earnings; therefore, select figures reflect estimates for Q4 2021. 14
Public Comps—Trading and Operating Performance ($ in millions, except per share data) Stock % of EBITDA EV/ ’21–’22E Price 52-Week Market Enterprise EBITDA Margin EBITDA Revenue Company Sector 2/2/2022 High Cap. Value 2021 2022E 2021 2022E 2021 2022E Growth North America * Robert Half International Professional $117.00 96.8% $12,808 $12,443 $799 $979 12.4% 13.5% 15.6x 12.7x 12.6% ASGN Professional 115.47 87.6% 6,016 6,433 473 516 11.9% 12.0% 13.6 12.5 8.4% ManpowerGroup Diversified 107.16 85.7% 5,812 6,369 659 806 3.2% 3.7% 9.7 7.9 4.7% AMN Healthcare Healthcare 103.26 80.0% 4,882 5,616 634 544 16.5% 13.8% 8.9 10.3 2.7% Korn Ferry Executive Search 67.66 79.9% 3,682 3,473 499 503 20.5% 19.0% 7.0 6.9 9.0% Kforce Professional 68.38 83.9% 1,388 1,397 124 131 7.9% 8.0% 11.3 10.7 3.9% TrueBlue Diversified 26.53 80.6% 941 891 93 108 4.3% 4.6% 9.6 8.3 6.8% Heidrick & Struggles Executive Search 43.74 87.4% 857 591 134 124 13.7% 12.7% 4.4 4.8 (0.7%) Cross Country Healthcare Healthcare 22.16 72.9% 842 960 161 125 9.6% 7.7% 6.0 7.7 (2.8%) Kelly Services Diversified 17.04 63.2% 671 710 72 124 1.4% 2.3% 9.9 5.8 7.0% BG Staffing Diversified 14.03 83.0% 146 192 21 24 6.8% 7.2% 9.3 8.2 6.9% Computer Task Group Diversified 9.06 77.6% 139 131 16 20 4.2% 4.9% 8.0 6.7 2.3% RCM Technologies Diversified 6.90 55.2% 72 82 9 10 4.6% 4.7% 9.4 8.4 8.6% Average 79.5% 9.0% 8.8% 9.4x 8.5x 5.4% Median 80.6% 7.9% 7.7% 9.4x 8.2x 6.8% United Kingdom * Hays Diversified $2.00 81.7% $3,349 $3,065 $285 $382 3.4% 4.0% 10.7x 8.0x 14.1% PageGroup Diversified 8.11 86.7% 2,561 2,463 291 338 12.5% 12.7% 8.5 7.3 14.2% SThree Diversified 6.65 80.5% 895 864 94 109 5.3% 5.4% 9.2 8.0 13.3% Robert Walters Diversified 9.83 81.4% 715 636 99 111 7.1% 7.1% 6.4 5.7 13.1% Impellam Group Diversified 6.80 95.7% 308 345 0 0 NM NM NM NM NM Staffline Group Diversified 0.76 60.1% 124 102 19 21 1.5% 1.6% 5.3 4.8 4.6% Average 81.0% 6.0% 6.1% 8.0x 6.8x 11.9% Median 81.6% 5.3% 5.4% 8.5x 7.3x 13.3% Europe * Randstad Diversified $69.11 90.5% $12,713 $12,991 $1,534 $1,682 5.6% 5.8% 8.5x 7.7x 4.9% The Adecco Group Diversified 48.83 67.2% 8,484 9,195 1,188 1,343 5.0% 5.2% 7.7 6.8 8.3% Amadeus FiRe Professional 193.35 81.9% 1,106 1,244 101 109 23.9% 23.5% 12.4 11.5 9.8% Synergie Diversified 38.68 82.2% 928 811 169 185 5.6% 5.8% 4.8 4.4 6.0% Groupe CRIT Diversified 77.13 88.5% 856 606 122 144 5.3% 5.8% 5.0 4.2 7.2% Brunel Diversified 12.57 90.5% 634 543 62 75 6.1% 6.7% 8.7 7.2 8.8% Allgeier Diversified 55.65 81.4% 633 717 47 73 10.3% 13.1% 15.3 9.8 22.9% Average 83.2% 8.8% 9.4% 8.9x 7.4x 9.7% Median 82.2% 5.6% 5.8% 8.5x 7.2x 8.3% APAC and RoW * Recruit Diversified $50.81 71.5% $83,030 $80,412 $3,660 $4,133 15.7% 16.1% 22.0x 19.5x 10.2% Persol Diversified 26.68 83.3% 6,152 6,043 523 607 5.9% 6.5% 11.5 10.0 5.1% TechnoPro Diversified 29.51 91.3% 3,179 3,087 192 201 13.3% 12.5% 16.0 15.4 10.8% Meitec Diversified 58.24 92.2% 1,558 1,181 102 123 11.4% 12.4% 11.5 9.6 11.2% OUTSOURCING Diversified 12.24 63.3% 1,541 2,446 281 368 5.8% 6.8% 8.7 6.6 12.6% Career International Diversified 8.26 75.5% 1,490 1,406 58 81 5.4% 5.4% 24.4 17.3 42.9% BeNext-Yumeshin Diversified 14.82 82.7% 1,318 1,280 0 101 NM 7.7% NM 12.7 7.7% UT Group Diversified 30.38 76.0% 1,226 1,162 62 115 4.9% 7.2% 18.6 10.1 24.7% Pasona Group Diversified 23.64 70.5% 926 660 223 240 7.2% 7.2% 3.0 2.7 8.2% HRnetGroup Diversified 0.57 91.6% 568 357 60 64 15.1% 14.8% 5.9 5.5 8.6% LIKE Diversified 16.13 72.3% 309 354 47 48 9.5% 9.3% 7.6 7.3 6.0% Average 79.1% 9.4% 9.6% 12.9x 10.6x 13.5% Median 76.0% 8.4% 7.7% 11.5x 10.0x 10.2% Average 80.3% 8.7% 8.8% 10.1x 8.7x 9.6% Median 81.7% 6.8% 7.2% 9.2x 7.9x 8.4% Sources: S&P Capital IQ, public company filings. Note: Trading multiples are based on share price, other market data, and broker consensus future earnings estimates from S&P Capital IQ as of February 2, 2022. All financials calendarized to a December year end. Margins and multiples exclude outliers. 15
Notable Recent M&A Transactions Date Target Acquirer Target Segment Target Description Motion Recruitment Partners 01/10/22 MATRIX Resources Staffing IT staffing, consulting, and telecom services (Littlejohn & Co.) Talent Inc. (BV Investment ATS/Talent Mgmt/ 01/04/22 FlashRecruit Live-chat platform to connect recruiters and job seekers Partners) Development Hiring and staffing services to businesses and candidates 12/29/21 Addison Group Trilantic North America Staffing in the United States Professional recruitment, talent management, and people 12/09/21 NV Hudson Belgium Randstad Staffing development services General Healthcare 12/09/21 MidOcean Partners Staffing Offers healthcare staffing services for hospitals Resources Healthcare Support Ingenovis Health (Cornell 11/29/21 Staffing Florida-based medical staffing and placement firm Staffing, Inc. Capital and Trilantic) Leading national healthcare talent platform with a 11/22/21 AHSG Littlejohn & Co. Staffing comprehensive suite of services Turnberry Solutions Boom Lab, agile enterprise, business transformation, 11/16/21 Threebridge Staffing (Abry Partners) project delivery, and ERP integration solutions Staffing and professional recruitment services in the 11/09/21 Hire Dynamics EmployBridge (Apollo) Staffing United States 10/21/21 Lucas Associates Korn Ferry Staffing Offers executive recruiting services 09/30/21 Cella Randstad Staffing Marketing/creative staffing and consulting 09/07/21 QAPA SA Adecco Group Staffing Offers digital workforce solutions in France 08/24/21 ettain Group ManpowerGroup Staffing Leading healthcare and IT staffing solutions provider PRO Unlimited 08/17/21 Workforce Logiq VMS/MSP/RPO VMS, MSP, RPO, and direct sourcing talent solutions (EQT Partners) ATS/Talent Mgmt/ Provides talent management software-as-a-service 08/05/21 Cornerstone OnDemand Clearlake Capital Group Development solutions Learning Technologies ATS/Talent Mgmt/ Performance improvement and learning solutions 07/15/21 GP Strategies Corp. Group Development worldwide IT, engineering, and regulatory and compliance 07/01/21 Oxford Global Resources H.I.G. Capital Staffing consultants, project teams, and strategic outsourcing Contingent workforce management solutions for global and 06/28/21 PRO Unlimited EQT Partners VMS/MSP/RPO Fortune 500 companies worldwide Workforce Solutions Consulting and talent management solutions to 06/08/21 Cross Country Healthcare VMS/MSP/RPO Group Inc. healthcare clients 06/03/21 EmployBridge Apollo Staffing Skilled light industrial staffing Global executive search for tech-focused, consumer, and 05/25/21 True Talent Advisory LLR Partners Staffing life sciences brands ProPharma Group Professional staffing and niche consulting services to 05/21/21 The Planet Group Staffing (Odyssey) diverse industries Velocity Global BV Provides hiring, benefits, onboarding, compliance, and 04/06/21 iWorkGlobal LLC Payroll/PEO (FFL Partners) agent-of-record services Provides compliance services, payroll, consulting, and 04/06/21 Velocity Global FFL Partners Payroll/PEO immigration solutions 04/06/21 Softworld Kelly Services Staffing Technical staffing, recruiting, and project services The Planet Group Tech recruitment firm that provides permanent and contract 04/01/21 I.T. Works Recruitment Staffing (MidOcean Partners) positions Sources: S&P Capital IQ, Mergermarket, public company filings, press releases. 16
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