Human Resources Outsourcing

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1 7-Oct 14-Oct 21-Oct 28-Oct 4-Nov 11-Nov 18-Nov 25-Nov 2-Dec 9-Dec 16-Dec 23-Dec 30-Dec 6-Jan 13-Jan 20-Jan 27-Jan 3-Feb 10-Feb 17-Feb 24-Feb 2-Mar 9-Mar 16-Mar 23-Mar 30-Mar 6-Apr 13-Apr Human Resources Outsourcing Industry Insight Q HighBank Advisors LLC One South Street Suite 860 Baltimore, MD (443) Sector Highlights SaaS and cloud based services are increasingly becoming the industry standard HROs are focused on developing multinational platforms M&A continues to be the optimal path for HROs in building scale and product depth HighBank is a Baltimorebased, full services midmarket investment bank and financial advisory firm. HighBank provides advice on mergers and acquisitions, raising capital, exit & transaction planning, business valuation opinions, debt restructurings and distressed asset sales. HighBank was formed on a mission that our clients and our people deserve to have their highest expectations met and to receive higher value for their investments of money and time. Q1 Economic Overview: Welcome to Last Year Q1 was marked by increased economic confidence, an improving labor market in the U.S. and strong global equity markets. As the first quarter ended and the second quarter began however, the improvement in the economy and equity markets began looking increasingly fragile. Sound familiar? Welcome to last year. As we outlined in our 2012 Economic Outlook issued in January (link), the global economy s road to recovery will be choppy and halting. Years of over-leverage by both consumers and governments will take years (not quarters) to reverse, creating an overhang which will reduce the level of robust growth which is typical of a post-deep recession. In the meantime (through 2014 in our view), the state of the U.S. housing market and sovereign debt and budgetary challenges will continue to negatively impact investor confidence. None of this is to say that things are not improving economically. As noted in the economic dashboard, across a wide range of economic statistics conditions look better. However, we should all remain cautious as to the growth we can expect over the next couple years. Although in our view the U.S. is well insulated from another recession, we expect more of a plodding along economically as opposed to an accelerating sprint. Economic Dashboard Month Oct '11 Nov '11 Dec '11 Jan '12 Feb '12 Mar '12 Real GDP (% Q/Q) % % S&P 500 (^SPX) 1,253 1,247 1,258 1,312 1,366 1, % (0.5)% 0.9% 4.4% 4.1% 3.1% Volatility S&P 500 (^VIX) (30.3)% (7.2)% (15.8)% (16.9)% (5.2)% (15.9)% MSCI World Index (MXWO) 1,217 1,185 1,183 1,241 1,299 1, % (2.7)% (0.2)% 4.9% 4.7% 1.0% Consumer Sentiment (Michigan) 2.2% 4.8% 9.7% 7.3% 0.4% 1.2% U.S. Unemployment Rate 8.9% 8.7% 8.5% 8.3% 8.3% 8.2% Initial Unemployment Claims EST Source: S&P Capital IQ, IHS Global Insight and Reuters, Wall Street Journal 1

2 Trends in Human Resource Outsourcing HighBank s indices of estimated forward revenue multiples (next twelve months) among publicly-traded HRO companies have improved ~13% to ~44% over the past two quarters, and there is reason to believe this trend will continue as the HRO landscape is poised for continued growth through Market expansion is anticipated among multi-national sourcing, payroll and related administrative outsourcing functions. worldwide will gain in importance as more employers hire foreign workers and regulation continues to complicate existing HR functions. Additionally, technology is fueling 150% the growth of self-service offerings enabling HR departments to 140% implement HRO solutions themselves, cutting intermediaries 130% and consultants in the process. As Internet and mobile connectivity 120% become more prevalent, HR departments will continue to look 110% for streamlined self-service solutions (i.e. job posting, benefits 100% management, etc.). Employees will also migrate to the cloud to 90% manage their benefits and other related HR components. The ability to manage administrative functions for employees With many HRO service contracts due for renewal, providers offering multi-national, integrated HR service with new and innovative technology are poised to experience the most growth. As employers look to drive improved performance and efficiency, we anticipate an increased use of analytics to identify business insights and related strengths and weaknesses. Jill Goldstein, the HR BPO Lead at Accenture, believes HRO started off as a cost reduction move for some companies it has expanded well beyond that to become a driving force for creating business value. To that extent, she believes a new type of HRO customer will emerge, one focused on driving improvements in workforce operations, costs, and results blurring the lines between consulting and outsourcing. Trends in HRO M&A Source: HighBank Indices Market Data provided by S&P Capital IQ as of March 31, 2012 Forward Enterprise Value / Revenue Multiples Nov-11 Feb-12 HR Administrative & Outsourcing Services HR Technology Staffing & Recruiting Services Several themes are becoming increasingly evident in HRO M&A today: (i) increased focus on acquiring SaaS companies (e.g., Oracle acquiring Taleo (02/2012) and SAP acquiring SuccessFactors (12/2011)); (ii) vendors continue to broaden the breadth and depth of the capabilities of their HRO service portfolio (e.g., ADP acquiring The RightThing (10/2011) and Workscape (07/2010)), and; (iii) the race to enter new, emerging geographies. HRO firms are increasingly focused on leveraging SaaS and cloud-based models to swiftly and effectively scale and create more cost-efficient platforms. SaaS and cloud-based technologies unburden the end user from having to make significant upfront and ongoing technology investments, as the technology infrastructure is developed and maintained by the service provider. This enables enterprises to focus on their core business, while simultaneously becoming more agile. Recent blockbuster partnerships and acquisitions such as Northgate Arinso s partnership with Workday (10/2011) brings multi-country payroll to the cloud, Oracle s acquisition of Taleo (02/2012) brings talent management to the cloud, and SAP s acquisition of SuccessFactors (12/2011) adds cloud-based human capital management and cloud infrastructure. 44.4% 23.9% 13.4% 2

3 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Feb-11 Mar-11 Apr-11 Aug-11 Sep-11 Nov-11 Feb ,339 1, ,113 1, ,203 1, ,072 1,108 1,045 1,779 1, ,173 1,141 1,157 1,314 1,203 1,191 1,179 1,164 1,084 1,469 1, U.S. M&A Deal Volume U.S. M&A Disclosed Deal Value ($ in Billions) HRO firms will continue to form strategic partnerships or acquire companies expected to help them build capabilities. Kenexa s acquisition of Batrus Hollweg (11/2011), Randstad s acquisition of SourceRight (The SFN Group) (07/2011), ADP s acquisition of The RightThing (10/2011) and Mercer s acquisition of Conseo (09/2011) are examples of such capability building. We anticipate M&A activity to be strong specifically among software suite providers and consultancies, as clients are looking for more integrated products and support. HRO firms will continue to look for acquisitions that strategically allow them to enter new geographies or further solidify their position in emerging markets. ADP s acquisition of Ma Foi Consulting (01/2012) and Manpower s acquisition of Xi'an Fesco (06/2011) are examples of geographic expansion. We anticipate M&A activity to be strong with multi-national organizations looking to acquire region specific firms that build them a presence and enhance their knowledge of local laws and regulations. The M&A Outlook According to CaptialIQ, the number of M&A deals in the first quarter 2012 was similar to the first quarter of That said, with fewer mega deals, reported transaction values experienced a substantial decline, having fallen 37% over the same period. Data compiled from Dealogic indicates that Q worldwide M&A marks the slowest start to a year since That said, there are many factors, including high corporate cash balances, substantial amounts of un-invested capital from private equity firms, low interest rates and slowing top-line growth corporate growth, that, when viewed collectively, create an environment conducive to increased transaction volumes. U.S. Historic M&A Deal Volume and Value 2,000 Deal Volume Deal Value $140 1,800 1,600 1,400 1,200 1, $120 $72 $94 $114 $97 $71 $101 $91 $78 $65 $94 $87 $89 $78 $50 $50 $110 $66 $98 $80 $66 $69 $47 $55 $87 $53 $55 $49 $120 $100 $80 $ $18 $31 $17 $13 $16 $27 $32 $40 $43 $33 $32 $40 $20 0 $0 Source: S&P CapitalIQ Further, pending tax legislation is a hotly-debated national topic that is not only central to this November s Presidential Election but may also play a role in driving 2012 deal flow. The long term capital gains rate of 15% will increase to 20% upon the expiration of the Bush-tax cuts. In addition, many upper-income taxpayers (e.g., business owners) will be subject to a new 3.8% Medicare tax on investment income. The resulting potential tax increase of almost 60% (from 15% to 23.8%) creates a strong incentive for U.S. business owners that were considering selling to complete a transaction by year end. 3

4 Select HRO M&A Transactions M&A transaction activity within the highly-fragmented HRO market has been high, and is expected to remain strong throughout Valuations are strongest for HR technology providers, followed by HR administrative and outsourcing companies and then staffing firms. Strategic acquirers have dominated the M&A landscape. The single most important trend impacting the HR Technology space has been the comprehensive shift to a cloud or SaaS based model. Using a cloud based platform allows service providers to offer a comprehensive suite of products to clients at lower costs and with minimal ongoing maintenance expenses. Companies are acquiring SaaS companies and integrating the target companies offerings into their own solution. Within the HR administrative and outsourcing segment, M&A has been active within payroll, workforce management and background screening. Transactions have included companies seeking to broaden their offerings, expand geographically and consolidate smaller providers. The recent activity in the staffing and executive search verticals has been focused largely on the creation of specialized delivery models, as evidenced by Adecco s recent acquisition spree. Three out of four related transactions over the past 15 months have focused on the strategic expansion of specialty staffing (engineering, nursing, medical, and technical) capabilities. Moreover, with continued global austerity measures, and inconsistent business trends, skittish management teams will continue to delay hiring, in lieu of temporary support. ($ in millions) Target Transaction Enterprise Value / Date Acquirer Value Revenue EBITDA Target Business Description HR Administrative & Outsourcing Services Apr-12 BackCheck Sterling Infosystems, Inc. Ready Set Work, LLC PrimePay, Inc. SHPS Human Resources Solutions Inc. Automatic Data Processing, Inc. (NasdaqGS:ADP) Dayforce, Inc. Feb-12 Ceridian Corporation Valtera Corporation Feb-12 Corporate Executive Board Co. (NYSE:EXBD) Ma Foi Consulting Solutions Ltd. (Randstad) Automatic Data Processing, Inc. (NasdaqGS:ADP) Icon Time Systems, Inc. Paychex, Inc. (NasdaqGS:PAYX) Smart Payroll Solutions Oasis Outsourcing, Inc. Acxiom Information Security Services, Inc. Sterling Infosystems, Inc. Batrus Hollweg International Selection Services, Limited Nov-11 Kenexa Corp. (NYSE:KNXA) The RightThing, Inc. Automatic Data Processing, Inc. (NasdaqGS:ADP) Tandem Select Sep-11 Sterling Infosystems, Inc. Censeo Corporation Sep-11 Mercer LLC Public Data Works, Inc. FirstPoint Energy Corporation N.A. Advantec, Inc. Oasis Outsourcing, Inc. PreVisor Inc. SHL Group Limited Canada's largest provider of background checking services, and one of the largest providers of background checking in the United Kingdom Offers online and mobile employee scheduling services Provides human resource and general management services $23.5 N/A N/A Offers labor forecasting, scheduling, budgeting, task management, time and attendance, employee selfservice, strategy, implementation and training Provides leadership assessment, testing and selection, employee engagement, surveys and analytics, HR legal support, organizational diagnostics, performance management, custom research and technology Offers managed payroll services and social benefits administration in India Develops time and attendance solutions $ x N/A $11.5 N/A N/A Provides payroll processing, comprehensive human resources, benefits administration, risk management and workers compensation services Provides background screening services through legally compliant reports including criminal record checks, fingerprinting, drug testing, credit reports and verification services, and driving records Operates as a human capital consulting company developing talent gauging systems - tools to assess and develop individuals within a company Provides recruitment process outsourcing solutions offering insight into trends, best-practices, metrics, and research through white papers, articles, webinars, blog entries, and speaking events Provides pre-employment background checking and screening services HR Administrative & Outsourcing Services Mean $ x N/A HR Administrative & Outsourcing Services Median $ x N/A Engages in the design and delivery of online employee assessment platforms in the areas of online testing, 360 degree feedback, employee surveys, and skill simulation assessment Offers applicant tracking, criminal records, education and employment history checks, tenant screening, public records, monitoring, DNA testing, and student background checking services Offers a range of human resources, payroll processing, benefits, and risk management solutions to smalland medium-sized business Provides on demand employee assessment solutions 4

5 Select HRO M&A Transactions (cont.) ($ in millions) Target Transaction Enterprise Value / Date Acquirer Value Revenue EBITDA Target Business Description HR Technology Sonar Limited Cornerstone OnDemand, Inc. (NasdaqGS:CSOD) Taleo Corp. (NasdaqGS:TLEO) Feb-12 Oracle Corporation (NasdaqGS:ORCL) WorkforceLogic LLC APC Workforce Solutions, LLC (ZeroChaos, Inc.) Teledata Communications, Inc., Screening Assets SS&C Technologies Holdings, Inc. (NasdaqGS:SSNC) Jobs2Web, Inc. SuccessFactors, Inc. (NYSE:SFSF) SuccessFactors, Inc. (NYSE:SFSF) SAP America, Inc. (DB:SAP) The RightThing, Inc. Automatic Data Processing, Inc. (NasdaqGS:ADP) ADI Time LLC Asure Software, Inc. (NasdaqCM:ASUR) Provade, Inc. Pinnacle Technical Resources, Inc. Raet B.V. Aug-11 CVC Capital Partners Ltd. Ashbourne Assessment Systems Ltd. Aug-11 Kenexa Corp. (NYSE:KNXA) Jobpartners plc. Taleo Corp. (NasdaqGS:TLEO) GlobalExpense Limited Concur Technologies, Inc. (NasdaqGS:CNQR) Xi'an Fesco ManpowerGroup (NYSE:MAN) CyberShift, Inc. SumTotal Systems, Inc. JobsCentral Pte Ltd. CareerBuilder Inc. eplan Services, Inc Paychex, Inc. (NasdaqGS:PAYX) Principal Decision Systems International, Inc. Kronos Incorporated Cytiva Software Inc. Apr-11 Taleo Corp. (NasdaqGS:TLEO) Jambok, Inc. Mar-11 SuccessFactors, Inc. GeoLearning, Inc. SumTotal Systems, Inc. HumanConcepts, LLC (OrgPlus) Insperity, Inc. (NYSE:NSP) $14.0 N/A N/A Designs and develops online performance management and succession planning software solutions $1, x 60.9x Provides on-demand talent management software solutions primarily on a subscription basis through its direct sales force and strategic partners Offers vendor management software, managed services programs, vendor management solutions, compliance, risk management, payroll services, statement of work, and business intelligence Provides background search and credit retrieval software-as-a-service suite $110.0 N/A N/A An interactive recruitment marketing company that provides interactive recruiting and career site optimization solutions $3, x NM Provides cloud-based human resources management software solutions and talent management solutions Provides recruitment process outsourcing solutions offering insight into trends, best-practices, metrics, and research through white papers, articles, webinars, blog entries, and speaking events $ x 128.4x Develops cloud computing time and attendance management software-as-a-service for small-to-mid-sized businesses and divisions of large enterprises Provides enterprise vendor management system for contingent workforce and services procurement $ x N/A Provides information technology solutions in the field of human resources and payroll services in the Netherlands Supplies attraction campaigns, and selection and development programmes for managers, senior leaders, and executives in the United Kingdom $37.4 N/A N/A Provides talent management software solutions worldwide $23.0 N/A N/A Provides expense management software solutions for employee travel and entertaining expense management for companies Provides human resource services in China s Shaanxi province to the manufacturing sector Provides workforce management and expense management solutions and services Provides jobs, education, scholarships, and career information and applications in Singapore $15.2 N/A N/A Provides outsource solutions for the design, provision, and management of employer-sponsored retirement plans in the defined contribution industry A software development company, focusing on the development of workforce scheduling software $ x NM $9.8 N/A N/A $12.0 N/A N/A HR Technology Mean $ x 94.7x HR Technology Median $ x 94.7x NM = Not Meaningful Provides on-demand integrated talent management software solutions for the small, mid, and large corporations Operates a social business platform that enables employees to create content and share it with others as part of a community Provides managed services and on-demand learning management software as on-demand software as a service Provides software solutions to enterprises to manage organizational changes of growth, rightsizing, and reorganization Although strategic acquirers have dominated the HRO M&A landscape, private equity firms have been active investors in the HRO space. Select transactions in the first quarter of 2012 include: (i) High Street Capital and Cohesive Capital Partners invested in The TLC Companies, the nation s largest provider of outsourced human resources services for the transportation industry (04/2012); (ii) SilkRoad Technology, a provider of cloud-based talent management solutions raised approximately $35 million in its latest round of financing (03/2012); (iii) Sverica invested in The Bartech Group, a workforce management and staffing firm (03/2012); (iv) Susquehanna Growth invested approximately $36 million in icims, Inc., a provider of web-based recruitment and hiring software (01/2012) and (v) Mayfield fund invested $25 million in BranchOut (bringing total funding to $49 million), a technology company that provides a Facebook to enable users to find jobs through their Facebook relationships. 5

6 Select HRO M&A Transactions (cont.) ($ in millions) Target Transaction Enterprise Value / Date Acquirer Value Revenue EBITDA Target Business Description Staffing & Executive Search MSN HomeCare Division Epic Health Services, Inc. Apex Systems, Inc. On Assignment Inc. (NasdaqGS:ASGN) PHS Staffing, Inc. Advantage RN, LLC OptiLink Inc. Kronos Incorporated VSN, Inc. Adecco S.A. (SWX:ADEN) Advantage Resourcing America & Europe Recruit Co., Ltd. TS Staffing Services, Inc. Nov-11 Corporate Resource Services, Inc. (OTCBB:CRRS) Staffmark Holdings, Inc. Recruit Co., Ltd. Peoplelink Staffing Solutions, LLC Sep-11 Groupe CRIT SA (ENXTPA:CEN) Healthcare Partners, Inc. Aug-11 On Assignment Inc. (NasdaqGS:ASGN) Drake Beam Morin, Inc. Adecco S.A. (SWX:ADEN) A-1 Temps, Inc. Nesco Resources SFN Group, Inc. (NYSE:SFN) Randstad North America, L.P. (AMS:RAND) Rocket Careers, Inc. Bench International Search, Inc. Reynolds Technical Services Inc. NESCO, Inc. REACH HR ManpowerGroup (NYSE:MAN) Apr-11 Edge Professional Services, Llc Artech Information Systems LLC Apr-11 Cameo Personnel Systems, Inc. Diamond Staffing Services, Inc. Periscope Recruitment LLP Mar-11 Aspire Global Network PRN Registry, Inc. Feb-11 SK3 Group Inc. (OTCPK:SKTO) EnviroTemps, Inc. Cherokee Nation Businesses, L.L.C. Full Circle Staffing Nesco Resource Tri-Diamond Staffing, Inc. Corporate Resource Services, Inc. (OTCBB:CRRS) Provides healthcare services to the acute and non-acute healthcare organizations $ x 14.3x $117.6 N/A N/A $ x N/A Engages in recruiting and placing information technology professionals for contract, contract- to- hire, and direct placements A medical staffing agency that specializes in placing qualified healthcare providers in nursing jobs on a per diem, contract, temp-to-perm, travel, or direct-hire basis in a wide range of health care positions Engages in the development and distribution of patient classification and staffing computer software used in the health care industry to measure organizational performance Provides human resource services in Japan including engineer dispatching services, contract and paid placement services, and human resource dispatching services to various production companies Offers information technology and engineering, manufacturing, administrative, and financial executives staffing services as well as executive placements, payroll, and project outsourcing solutions $ x 15.4x Offers temporary employment staffing services in the areas of light industrial and administrative support $ x 8.2x $19.4 N/A N/A Provides various staffing services and direct hire services including sourcing and screening candidates to small and middle-market companies Offers temporary, temp-to-direct, contract, direct, payroll, onsite outsourcing, and recruitment process outsourcing staffing solutions, as well as managed staffing and onsite services Operates as a physician and healthcare recruitment company offering physician, nurse practitioner, and physician assistant staffing services for various specialties $ x N/A Provides career transition and talent development solutions to individuals and organizations $ x 10.3x Provides staffing services in Florida specifically, recruiting, advertising, interviewing, screening, and testing of applicants as well as recruiting services on a temporary and temp-to-hire or project basis Offers professional and staffing services, which include temporary staffing, outsourcing and other, and permanent placement services Provides direct hire services to biotech, pharmaceutical, and medical device companies in California Provides technical staffing services Operates as a human resource company which engages in the temporary employee placement services catering to electrical appliance and logistics industries Operates as a technical and information technology staff augmentation company $ x N/A Staffing & Recruiting Services Mean $ x 12.2x Staffing & Recruiting Services Median $ x 12.8x Aggregate Mean $ x 35.8x Aggregate Median $ x 14.3x Source: S&P CapitalIQ Provides temporary staffing, direct hire placement, and temporary to hire staffing services. It offers candidate searching, skills testing, reference checking, criminal background and motor vehicle checking Operates as a boutique recruitment consultancy for the creative industry, providing permanent, contract, and freelance placement services Provides healthcare staffing solutions to healthcare facilities in California Provides technical support services for government and industries Provides engineering and IT staffing services $ x 12.8x Offers temporary and permanent employment staffing services Concluding Thoughts Even with an uncertain economy, HRO providers are positioned to experience growth. Expanding offerings and SaaS models are driving growth as well as M&A activity. With an improved outlook, valuations across all segments are strong. HR technology companies have received premium valuations with buyers valuing the recurring revenue stream and embedded customer base. We expect strong multiples to remain as strategic buyers have dominated the transaction landscape. 6

7 Select Publicly-Traded Comparable Companies ($ in millions, except per share data) Financial Data Enterprise Value / % of 52 Market Enterprise LTM Gross Revenues EBITDA Company Week High Cap Value Revenue Margin LTM CY12E CY13E LTM CY12E CY13E HR Administrative & Outsourcing Services Automatic Data Processing, Inc. 97.4% $27,276 $25,957 $10, % 2.47x 2.35x 2.18x 11.6x 11.0x 10.0x Barrett Business Services Inc. 97.5% % 0.41x 0.08x 0.07x 24.7x 8.5x 6.7x Capita PLC 93.3% 6,964 9,588 2, % 2.09x 1.86x 1.73x 12.3x 11.1x 10.5x Huron Consulting Group Inc. 92.1% % 1.58x 1.47x 1.32x 8.6x 7.9x 6.8x Insperity, Inc. 93.0% , % 0.25x 0.23x 0.21x 6.8x 5.5x 4.8x Paychex, Inc. 93.6% 11,438 10,935 2, % 4.87x 4.75x 4.44x 11.4x 11.2x 10.2x Towers Watson & Co. 96.0% 4,556 4,317 3, % 1.21x 1.22x 1.17x 6.5x 6.2x 5.7x Xchanging PLC 83.5% % 0.33x 0.31x 0.31x 3.1x 2.7x 2.6x Mean 93.3% 32.3% 1.65x 1.53x 1.43x 10.6x 8.0x 7.2x Median 93.4% 30.4% 1.40x 1.35x 1.24x 10.0x 8.2x 6.7x HR Technology Job Site 51job Inc. 89.2% $1,774 $1,449 $1, % 6.49x 5.73x 4.75x 18.0x 15.6x 12.2x Dice Holdings, Inc. 50.5% % 3.16x 2.85x 2.57x 7.8x 7.2x 6.3x Monster Worldwide, Inc. 50.8% 1,155 1,093 1, % 0.96x 1.11x 1.06x 7.3x 6.6x 5.7x Software as a Service Callidus Software Inc. 92.1% $263 $271 $ % 3.13x 2.79x 2.41x NM 42.1x 21.3x Concur Technologies, Inc. 89.9% 3,069 2, % 7.57x 6.12x 4.93x 68.7x 26.4x 20.3x Kenexa Corp. 91.0% % 2.64x 2.07x 1.81x 31.1x 13.0x 10.6x LinkedIn Corporation 80.9% 10,165 9, % 18.72x 11.14x 7.42x NM 56.3x 32.8x Personal & Informatik AG (P&I) 100.0% % 2.85x 2.65x 2.48x 10.0x NM NM Saba Software, Inc. 75.8% % 2.29x 1.99x NM NM 59.4x NM The Ultimate Software Group, Inc. 96.6% 1,911 1, % 6.87x 5.63x 4.65x 69.4x 30.2x 22.3x Mean 81.7% 66.1% 5.47x 4.21x 3.56x 30.3x 28.5x 16.4x Median 89.6% 66.1% 3.14x 2.82x 2.57x 18.0x 26.4x 16.3x Staffing & Executive Search Diversified Staffing Adecco S.A. 73.5% $9,451 $10,603 $20, % 0.38x 0.39x 0.37x 8.4x 8.3x 7.5x Hays plc 68.7% 1,807 2,088 3, % 0.39x 0.36x 0.34x 9.5x 9.1x 8.0x Hudson Highland Group Inc. 74.8% % 0.15x 0.13x 0.13x 5.8x 5.1x 3.6x Kelly Services, Inc. 71.9% , % 0.10x 0.10x 0.10x 5.9x 4.6x 4.1x ManpowerGroup 66.4% 3,705 3,825 22, % 0.16x 0.18x 0.17x 5.5x 6.2x 5.3x Michael Page International plc 82.6% 2,288 2,196 1, % 1.25x 1.31x 1.19x 13.1x 14.7x 11.7x Randstad Holding NV 67.7% 5,993 7,693 16, % 0.35x 0.34x 0.33x 9.3x 8.1x 7.2x TrueBlue, Inc. 95.0% , % 0.41x 0.39x 0.37x 8.4x 7.2x 6.2x Specialty Staffing AMN Healthcare Services Inc. 66.5% $252 $481 $ % 0.54x 0.51x 0.48x 8.8x 7.4x 6.3x CDI Corp. 97.3% , % 0.30x 0.29x 0.27x 8.1x 7.6x 6.4x Cross Country Healthcare, Inc. 64.0% % 0.35x 0.36x 0.34x 8.5x 7.8x 6.7x Kforce Inc. 82.2% , % 0.50x 0.49x 0.46x 9.6x 8.5x 7.1x On Assignment Inc. 97.7% % 1.21x 1.12x 1.05x 13.6x 12.0x 10.8x Resources Connection Inc. 88.2% % 0.75x 0.80x 0.76x 9.8x 9.4x 7.7x Robert Half International Inc. 93.6% 4,227 3,950 3, % 1.02x 0.96x 0.88x 12.8x 10.2x 8.7x Team Health Holdings, Inc. 85.1% 1,351 1,761 3, % 0.56x 0.90x 0.82x 10.0x 8.6x 7.7x Executive Search CTPartners 48.3% $49 $28 $ % 0.19x 0.21x 0.20x NM 4.0x 3.3x Heidrick & Struggles International Inc. 78.1% % 0.37x 0.40x 0.37x 4.7x 4.2x 3.7x Korn/Ferry International 68.5% % 0.64x 0.64x 0.59x 4.6x 5.7x 4.8x Mean 77.4% 29.0% 0.51x 0.52x 0.48x 8.7x 7.8x 6.7x Median 74.8% 28.1% 0.39x 0.39x 0.37x 8.7x 7.8x 6.7x Aggregate Mean 82.0% 39.8% 2.09x 1.74x 1.46x 13.7x 13.0x 9.0x Aggregate Median 85.1% 33.5% 0.75x 0.90x 0.79x 9.3x 8.4x 7.1x Source: S&P Capital IQ, SEC Company Filings, HighBank Research All Market Data as of: March 31, 2012 "NM" = Not Meaningful 7

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