Corporate Fuel Advisors Human Capital Solutions Industry Quarterly Update (2Q 2015) Summary Table of Contents The staffing market remained strong during 2Q15, as evidenced by available data, M&A activity, public company valuations, and industry sources. Industry Overview 2 Public Market Overview Staffing providers are well positioned to take advantage of a secular trend to use contract labor to manage the workforce after the Great Recession. 5 M & A Market Analysis 6 According to Staffing Industry Analysts (SIA), the fastest growing staffing segments in 2015 will be: Education (+15%), Direct Hire (+10%), Healthcare, IT, F&A and Marketing/Creative (all +7%). M & A Transaction Highlight 9 Corporate Fuel Advisors Overview 10 Select Business Services Experience 11 Case Study – IT Staffing Company 13 There appears to be signs of wage growth in certain staffing market segments due to talent supply constraints, especially within the IT and healthcare staffing markets. The June 2015 BLS report indicated that temp jobs rose 5.7% sequentially and that the temp penetration rate was an all-time high of 2.05%. The current labor market cycle does not appear to be over. A 5.3% unemployment rate masks some important underlying trends. Public company valuations remained at relatively high levels during 2Q15. M&A continued at a robust pace during 2Q15 with more buyers than sellers in the market. Both the public and private financing markets remain attractive. Exhibits A: Public Company – Valuation Data James J. Janesky Managing Director 119 Fifth Avenue 8th Floor New York, NY 10003 646-572-0430 14 Industry Overview Secular Shift Towards Additional Temp Usage Staffing providers are well positioned to take advantage of a secular trend to use contract labor to manage the workforce after the Great Recession. After suffering through a dramatic decline in revenues and ensuing layoffs from 2007-2009, employers of all sizes have changed the way they view their permanent vs. temp labor bases. Layoffs are not only costly from an expense standpoint, but they also hurt employee moral, which can reduce productivity and profits. This “new” way to run the workforce is the largest driving force behind the current strength of the temporary labor market. The June 2015 BLS report indicated that temp jobs rose 5.7% sequentially, above the normal range from May to June, and that the temp penetration rate was an all-time high of 2.05%. Temp hiring strength of this proportion is unusual at this point in the economic cycle (sixth year of an economic expansion). Temporary Employment Data 3,000 2.1% 2.0% 1.9% 2,500 1.8% 1.7% 2,250 1.6% 2,000 1.5% 1,750 1.4% 1.3% 1,500 1.2% 1,250 1.1% 1.0% 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1,000 Temp Workers Temp Penetration Rate Source: Bureau of Labor Statistics 2 Penetration Rate (%) Number of Workers (In 000's) 2,750 Temp Penetration Rate is at an All-Time High Recession Recession Industry Overview (cont.) Fastest Growing Segments According to Staffing Industry Analysts (SIA), the fastest growing staffing segments in 2015 will be: Education (+15%), Direct Hire (+10%), Healthcare, IT, F&A and Marketing/Creative (all +7%). There appears to be signs of wage growth in certain staffing market segments due to talent supply constraints, especially within the IT and healthcare staffing markets. Market growth rates and the high level of skill sets within these two verticals are both driving forces behind this trend. In order to be most successful, staffing firms need to employ a “recruitment driven” model that takes a proactive, rather than a reactive, approach to recruiting. Staffing Industry Forecast $124.1B Several Segments Projected to Grow between 7% and 15% in 2015 $58.8B IT Staffing: $25.7B Healthcare: $10.3B F&A: $6.8B Creative: $1.0B Education: $0.8B $62.5B IT Staffing: $27.5B Healthcare: $11.0B F&A: $7.2B Creative: $1.1B Education: $1.0B Direct Hire: $8.0B $16.9B Direct Hire: $8.8B 2015P 2014 Place & Search $66.2B $18.1B 2016P Commercial Source: Staffing Industry Analysts “US Staffing Industry Forecast: April 2015 Update”, April 7, 2015 3 IT Staffing: $29.1B Healthcare: $11.7B F&A: $7.7B Creative: $1.2B Education: $1.0B $54.8B $52.4B $49.8B $15.5B $139.1B $131.9B Professional Direct Hire: $9.5B Industry Overview (cont.) Labor Market Cycle The current labor market cycle does not appear to be over. While an overall unemployment rate of 5.3% might indicate the U.S. labor market is approaching full employment, it masks some important underlying trends. Historically, economists believed that an overall unemployment rate in the 5.0% – 6.0% range would lead to inflation as a shortage of workers drove up wages and increased disposable income drove up prices for goods. Wage and price inflation also has historically prompted the Federal Reserve to increase interest rates, which tends to slow down economic growth. In this cycle, however, the long term unemployed and availability of college students indicate that the supply of available labor could sustain the economy for several more years. While nowhere near as high as in the years after the Great Recession of 2007-2009, the current statistics for the long term unemployed and college student ranks could provide a cushion against the adverse effects of full employment in the overall labor market Temporary Employment Data Unemployment Rate (%) - > 27 Weeks 45.0% Recession 5.0% 40.0% 35.0% 4.0% 30.0% 25.0% 3.0% 20.0% 2.0% 15.0% 10.0% 1.0% 5.0% 0.0% 0.0% 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Long-term Unemployed and College Student Ranks Could Support Labor Market 6.0% Recession Unemployed for > 27 Weeks Bachelor's Degree and Higher, > 25 yrs.* * Data prior to 1992 is unavailable Source: Bureau of Labor Statistics 4 Unemployment Rate (%) - Bachelor's Degree and Higher 50.0% Public Market Overview Public Company Valuation Public company valuations remained at relatively high levels during 2Q15. Current median multiples are between 0.4X and 1.5X revenues and between 10.3X and 17.9X EBITDA. While these multiples are not necessarily inexpensive versus historical standards, they are unusual for this point in an economic cycle. This indicates that the investment community believes that staffing stocks will remain attractive versus other alternatives. Public Company EBITDA Valuations Investors Believe Staffing Stocks Are Still Attractive Enterprise Value / EBITDA Multiple 19.0x 17.0x 15.0x 13.0x 11.0x 9.0x 7.0x 5.0x Commercial Staffing Index Executive and Retained Search Index S&P 500 Index Professional Staffing Index Healthcare Staffing Index Note: Index Constituents Available in Exhibit A Source: Capital IQ Three Year Median Valuations Index EBITDA Multiple Commercial Staffing Index 11.0x Professional Staffing Index 12.5x Executive and Retained Search Index 12.2x Healthcare Staffing Index 14.7x S&P 500 Index 9.6x Note: Index Constituents Available in Exhibit A Source: Capital IQ 5 M & A Market Analysis 2Q Global Merger & Acquisition Overview M&A continued at a robust pace during 2Q15 with more buyers than sellers in the market. Private equity firms also continue to be active in the staffing market. Both the public and private financing markets remain attractive. Multiples for staffing companies vary by company size, level of skill sets, percent of direct hire revenues and EBITDA margins. Current multiples are in a range of 3.0x - 5.0x EBITDA for smaller companies and lower level skill set platforms to 8.0x - 10.0x EBITDA, or higher, for higher skill set platforms and larger companies. Public vs. Private Yearly Transaction Volume 120 112 100 Number of Deals 15% 85% 82 80 17 60 30 40 16 0 25 19 29 21 22 18 20 25 28 28 2010 2011 2012 Q1 Private (22 Transactions) 30 Q2 Q3 50 18 26 29 26 24 2013 2014 2015 Q4 Source: Capital IQ Source: Capital IQ 2Q Sector Activity Strategic vs. Financial 19% 12% IT Staffing (5 Transactions) Other (4 Transactions) Healthcare (7 Transactions) 81% 19% 15% 15% F&A (3 Transactions) Commerical (4 Transactions) Technical (3 Transactions) Strategic (21 Transactions) 99 28 42 19 20 Public (4 Transactions) 86 111 Financial (5 Transactions) Source: Capital IQ Source: Capital IQ 6 12% 27% M & A Market Analysis (cont.) 2Q Global Merger & Acquisition Activity Enterprise Enterprise Enterprise Value Value / Value / Revenues EBITDA ($m m ) Date Target / Issuer Buyer Business Description 06/30/2015 Information Technology Engineering Corporation Fahrenheit IT, Inc. Information Technology Engineering Corporation provides technical staffing solutions supporting a range of industries in the United States. The company w as founded in 1999 and is based in Aurora, Colorado. 06/24/2015 SKILLED Group Limited (ASX:SKE) Programmed Maintenance Services Ltd. (ASX:PRG) Skilled Group Limited offers staffing solutions to the public and private sectors. Skilled Group Limited w as founded in 1964 and is based in Haw thorn, Australia. 06/22/2015 Future Healthcare of America (OTCPK:FUTU) F3 & Associates, Inc. 06/18/2015 Axon Resourcing Ltd. 06/12/2015 7S Group GmbH 06/05/2015 - N.A. N.A. 449.1 0.3x 6.4x Future Healthcare of America provides home healthcare and healthcare staffing services in the United States. The company w as founded in 1991 and is based in Palm Beach, Florida. - N.A. N.A. Watson Moore Limited Axon Resourcing Ltd. provides recruitment and permanent and temporary staffing services. The company w as founded in 2002 and is based in Lockington, United Kingdom. - N.A. N.A. Manpow erGroup Inc. (NYSE:MAN) 7S Group GmbH provides human resource services, information technology project and staffing services. The company offers HR referral, outsourcing, in house services, master vendor concepts, consulting, executive search, training, and business support services. 7S Group GmbH is based in Jena, Germany. 153.9 N.A. N.A. Staff Group Limited Cordant Group PLC Staff Group Limited offers recruitment and staffing solutions to the technology, finance, and energy industries. The company w as incorporated in 2011 and is based in London, United Kingdom. - N.A. N.A. 06/04/2015 Belcan Corporation AE Industrial Partners, LLC Belcan Corporation provides engineering, staffing, and other w orkforce solutions to clients w orldw ide. Belcan Corporation w as founded in 1958 and is headquartered in Cincinnati, Ohio. - N.A. N.A. 06/01/2015 Advanced Medical Personnel Services, Inc. Clearview Capital, LLC Advanced Medical Personnel Services, Inc. offers medical staffing services to healthcare facilities and systems. The company w as founded in 1989 and is based in Port Orange, Florida. - N.A. N.A. 06/01/2015 Global Netw orker's, Inc. Bucher & Christian Consulting, Inc. Global Netw orkers, Inc. provides information technology services in the United States. Its services include hardw are and softw are integration, consulting, and staffing.The company w as founded in 2000 and is based in Charlotte, North Carolina. - N.A. N.A. 05/27/2015 Labor SMART, Inc., Substantially Command Center, Inc. All Assets (OTCPK:CCNI) Labor SMART, Inc., Substantially All Assets provides temporary blue-collar staffing services. The assets are located in the United States. - N.A. N.A. 05/26/2015 Kingw ood Personnel Inc. Murray Resources, Ltd. Kingw ood Personnel Inc., a staffing agency, offers permanent and temporary placement staffing services. The company w as founded in 1980 and is based in Humble, Texas. - N.A. N.A. 05/13/2015 Staffing as a Mission, LLC Clayton Associates, LLC Staffing as a Mission, LLC offers contract, contract to hire, and direct hire staffing services. The company w as founded in 2014 and is based in Brentw ood, Tennessee. - N.A. N.A. 05/11/2015 Creative Circle, LLC On Assignment Inc. (NYSE:ASGN) Creative Circle, LLC, a staffing agency, provides services for connecting advertising, marketing, creative, and interactive professionals w ith companies seeking talent on a full-time or freelance basis. Creative Circle, LLC w as incorporated in 2008 and is based in Los Angeles, California. 600.0 2.7x N.A. 05/05/2015 Align MD PLLC and Elite Management Services American Physician Partners, LLC Align MD PLLC provides emergency medicine and hospitalist practice management staffing services. The companies are based in the United States. - N.A. N.A. Source: Capital IQ 7 M & A Market Analysis (cont.) 2Q Global Merger & Acquisition Activity (cont.) Date Target / Issuer 05/04/2015 W. A. Hynes & Company, Inc. 05/01/2015 The Hiring Insiders 04/28/2015 Atterro, Inc. 04/22/2015 04/20/2015 Enterprise Enterprise Enterprise Value / Value / Value EBITDA ($m m ) Revenues Buyer Business Description Kavaliro Staffing Services W. A. Hynes & Company, Inc. provides staffing services to healthcare providers, finance, and insurance companies. The company w as founded in 1976 and is headquartered in Petaluma, California. - N.A. N.A. machineLogic Managed IT services provider machineLOGIC, headquartered in the greater Denver area, acquired The Hiring Insiders, an IT-focused talent services firm based in Castle Rock, CO. - N.A. N.A. Advantage Resourcing America, Inc. Atterro, Inc. offers specialty staffing, contingent w orkforce solutions, and recruitment process outsourcing services in the central United States. Atterro, Inc. w as founded in 1982 and is based in Minneapolis, Minnesota. 38.0 0.1x 3.8x A. Soriano Corp. (PSE:ANS) Anscor Consolidated Corporation A. Soriano Corporation provides temporary health-care staffing services in the United States and the Philippines. It offers nurse/physical therapist staffing, and other healthcare and allied services. The company w as founded in 1930 and is based in Makati City, the Philippines. - N.A. N.A. Source4Solutions, LLC Nautic Partners, LLC Source4Solutions, LLC provides substitute staffing services for school districts.The company w as founded in 2000 and is based in Cherry Hill, New Jersey w ith additional offices in the United States. - N.A. N.A. 04/19/2015 DAVIS Transportation Services, TransForce, Inc. LLC DAVIS Transportation Services, LLC specializes in providing drivers and transportation-related personnel for short or long term temporary, temporary to hire, and direct hire driving assignments, as w ell as offers payroll services. The company w as founded in 1985 and is based in Marlborough, Massachusetts. - N.A. N.A. 04/17/2015 Dedicare Assistanse AS Humana Inc. (NYSE:HUM) Dedicare Assistanse AS provides staffing solutions to health care industry. The company w as incorporated in 2014 and is based in Oslo, Norw ay. - N.A. N.A. 04/17/2015 Proffice Aviation AB OSM Aviation Proffice Aviation AB offers staffing services for the Norw egian airline. The company is based in Stockholm, Sw eden. Proffice Aviation AB operates as a subsidiary of OSM Aviation. 5.8 0.2x N.A. Kable Staffing Resources, LLC operates as a temporary employment agency. The company offers temporary, temp to hire, and direct hire employees. The company w as founded in 2006 and is based in Fairfield, Ohio. 0.3 N.A. N.A. Emergency Medicine Scribe Systems, Inc. provides scribe staffing services to hospitals and physicians’ groups in the United States. The company w as founded in 2005 and is based in El Segundo, California. - N.A. N.A. - N.A. N.A. 0.8x 0.2x 5.1x 5.1x 04/10/2015 Kable Staffing Resources, LLC TSJ Staffing, LLC 04/06/2015 Emergency Medicine Scribe Systems, Inc. 04/02/2015 Head2Head Inc. Scribeamerica, LLC Wilson Human Capital Group, Head2Head Inc. provides provides contract and permanent placement services for recruiters, human resource, supply Inc. chain, and information technology professionals. Head2Head Inc. w as founded in 2000 and is based in Toronto, Canada. Average Median Source: Capital IQ 8 M & A Transaction Highlight On Assignment Acquires Creative Circle for $600 MM (May 2015) Transaction Summary On Assignment (NYSE:ASGN), a California based professional staffing firm, acquired Creative Circle, LLC for $570 million (plus a $30 million earn-out). Creative Circle generated revenues of $226 million in 2014 and was acquired from Morgan Stanley Private Equity. The transaction was comprised of $540 million cash and $30 in common stock. The deal was structured as a purchase of limited liability company interests, which will result in cash tax savings of an estimated $14 million per year for 15 years. The purchase price (including earnout) represents an estimated 12.0-12.5x EV/TTM adjusted EBITDA. Including the tax savings, the price represents an estimated 8.5x EV/TTM adjusted EBITDA multiple. This compares with ASGN’s 9.8x EV/TTM adjusted EBITDA multiple at the time the transaction was announced and 12.0x ASGN’s EBITDA multiple as of July 8, 2015. The acquisition is inline with On Assignment’s history of acquiring companies in fast-growing, professional staffing/consulting segments that are expected to be immediately accretive to earnings. It also provides ASGN with a footprint in the ever-converging worlds of technology and marketing and could allow for cross-selling opportunities due to essentially no business overlap between the two companies. Target Business Description Buyer Business Description Creative Circle, LLC offers services for connecting advertising, marketing, creative, and interactive professionals with companies seeking talent on a full-time or freelance basis. Creative Circle, LLC was founded in 2002 and is based in Los Angeles, California (www.creativecircle.com) On Assignment, Inc. provides short and long-term placement of contract, contract-to-hire, and direct hire professionals in the United States, Europe, Canada, Australia, and New Zealand. On Assignment’s contract staffing includes IT, scientific, software and hardware engineering, physicians and nurses. The company operates in four segments: Apex, Oxford, Physician, and Life Sciences Europe. On Assignment was founded in 1985 and is headquartered in Calabasas, California. (www.onassignment.com) 9 Corporate Fuel Advisors Overview General Overview Founded in 2005, Corporate Fuel Advisors is a New York-based investment banking firm that provides a full range of advisory services to middle market companies. Corporate Fuel Advisors prides itself on providing independent advice and senior leadership on every assignment. Focus: Capabilities: Mergers & Acquisitions Business Valuations Companies with revenues between $10-200mm Recapitalizations Divestures Transaction size of $5-100mm Strategic Advisory Management Buyouts A broad range of industries with over 400 transactions completed since 2005 Fairness Opinions Raising Debt Industries Served: Business Succession Planning Raising Growth Capital Food & Fragrance Consumer Products Leadership & Talent Recruiting Going Private Initiatives ESOPs Restructurings IT & Software Healthcare Business Services Industrial Business Services Practice Overview Areas of Focus: Recent Assignments: IT Staffing / Solutions Finance & Accounting Healthcare Staffing Marketing / Advertising Educational Technology Professional Consulting Architectural Engineering has been acquired by Advisor to Seller has been acquired by Served as Exclusive Financial Advisor on Acquisitions Advisor to Seller Contacts Business Services Team General Partners James J. Janesky Marc E. Hirschfield Matthew D. Luczyk John C. Simons Charles S. Lachman Managing Director Vice President Associate Partner Partner jim@corporatefuel.com marc@corporatefuel.com matthew@corporatefuel.com john@corporatefuel.com charles@corporatefuel.com (646) 572-0423 (646) 572-0425 (646) 572-0419 (646) 572-0422 (646) 572-0430 Corporate Fuel Advisors ♦ 119 Fifth Avenue, 8th floor, New York, NY 10003 ♦ 212-260-2743 www.corporatefuelpartners.com 10 Select Business Services Experience CF has undertaken assignments for a variety of business services companies, examples of which are shown below IT consulting/solutions firm with a financial services industry focus – Advising to explore strategic alternatives IT solutions/staffing firm – Targeted buy side and market analysis $100 million full service recruitment, temporary staffing and retained search firm – Provided valuation and evaluation of strategic options National architectural, engineering, planning and environmental consulting firm – Advised on series of acquisitions; completed two tactical purchases – Recruited and placed COO and CFO for the Company’s senior management team Facilities management and maintenance company providing construction and maintenance staff to US government facilities domestically and internationally – Advised the owners on acquisitions Accounting and finance outsourced services to businesses and high net worth individuals – Ongoing advisory Marketing services business providing writers and branding resources to major financial services companies – Advised on a sale of the Company 11 Select Business Services Experience (cont.) Electric company that provides linemen for electrical network systems – Advised on a sale of the Company Home healthcare aide business – Provided valuation services Medical transcription services business – Advised on the sale of the Company Financial services consulting firm – Business provides finance, credit and risk, operations, compliance and technology support to investment managers, family offices, banks, broker dealers and institutional investors – Advised on the sale of the Company Training and consulting firm active in corporate compliance and ethics – Completed sale of the Company – Recruited and placed CFO $40 million staffing business – Recruited and placed CFO CF principals have had extensive involvement as bankers and consultants in the executive and online recruiting spaces – Lenders to four executive recruiting companies, of which two were $50 million + businesses 12 Case Study Targeted Buy Side and Market Analysis for IT Staffing Company Corporate Fuel advised a Southeast-based IT Staffing company on the potential acquisition of a website design and development company located in a top 40 U.S. IT staffing market. - Acquisition opportunity arose as a result of a targeted and managed M&A process. - Acquisition would provide a footprint to expand and diversify potential acquirer’s market and customer base. - Potential acquirer was exploring a “buy versus build” strategy to enter the new market. We performed a detailed valuation of acquisition target and a thorough market analysis: - Potential acquirer wanted to determine if target market was attractive for expansion. - Market analysis included a comprehensive overview of areas such as market size & growth characteristics, competitive environment and pricing/margin trends. Ultimately the potential acquirer decided not to pursue the transaction or enter the new market at this time. - As part of our market analysis, Corporate Fuel provided advise on other markets should the potential acquirer decide not to pursue the target market opportunity. - The markets could be suitable to support other branch operations. Key Takeaway: Expertise in the IT consulting and staffing services’ markets was critical and allowed us to complete this assignment under significant time constraints. 13 Exhibit A: Public Company – Valuation Data Commercial Staffing Enterprise Value Revenues Gross Profit Gross Profit Margin EBITDA EBITDA Margin Enterprise Value / Revenues Enterprise Value / EBITDA Com pany Nam e Ticker Date Adecco S.A. SWX:ADEN 3/31/2015 $13,941.9 $20,427.0 $3,807.0 18.6% $1,057.0 5.2% 0.7 x 13.2 x Barrett Business Services Inc. NasdaqGS:BBSI 3/31/2015 $279.7 $668.0 $312.4 46.8% ($46.3) -6.9% 0.4 x NM General Employment Enterprises Inc. AMEX:JOB 3/31/2015 $81.6 $38.8 $13.1 33.6% ($0.0) -0.1% 2.1 x NM Kelly Services, Inc. NasdaqGS:KELY.A 3/29/2015 $596.9 $5,552.5 $906.4 16.3% $61.6 1.1% 0.1 x 9.7 x Manpow erGroup Inc. NYSE:MAN 3/31/2015 $6,749.8 $20,401.0 $3,433.7 16.8% $803.5 3.9% 0.3 x 8.4 x Randstad Holding NV ENXTAM:RAND 3/31/2015 $10,887.6 $17,711.5 $3,277.5 18.5% $732.5 4.1% 0.6 x 14.9 x TrueBlue, Inc. NYSE:TBI 3/27/2015 $1,322.1 $2,351.3 $567.3 24.1% $128.3 5.5% 0.6 x 10.3 x Average $4,837.1 $9,592.9 $1,759.6 25.0% $390.9 1.8% 0.7 x 11.3 x Median $1,322.1 $5,552.5 $906.4 18.6% $128.3 3.9% 0.6 x 10.3 x EBITDA EBITDA Margin Enterprise Value / Revenues Enterprise Value / EBITDA Professional Staffing Enterprise Value Revenues Gross Profit Gross Profit Margin Com pany Nam e Ticker Date BG Staffing, Inc. AMEX:BGSF 3/29/2015 $109.3 $174.7 $35.2 20.1% $11.2 6.4% 0.6 x 9.7 x CDI Corp. NYSE:CDI 3/31/2015 $224.0 $1,104.2 $202.6 18.3% $30.6 2.8% 0.2 x 7.3 x Ciber, Inc. NYSE:CBR 3/31/2015 $265.2 $847.6 $217.8 25.7% $21.2 2.5% 0.3 x 12.5 x Hudson Global, Inc NasdaqGS:HSON 3/31/2015 $63.1 $561.3 $216.7 38.6% ($9.7) -1.7% 0.1 x NM Kforce Inc. NasdaqGS:KFRC 3/31/2015 $743.6 $1,247.9 $385.8 30.9% $59.2 4.7% 0.6 x 12.6 x Mastech Holdings, Inc. AMEX:MHH 3/31/2015 $35.5 $111.9 $20.2 18.1% $4.9 4.4% 0.3 x 7.2 x On Assignment Inc. NYSE:ASGN 3/31/2015 $2,300.7 $1,883.1 $605.6 32.2% $189.8 10.1% 1.2 x 12.1 x RCM Technologies Inc. NasdaqGM:RCMT 4/4/2015 $89.8 $193.2 $52.7 27.3% $12.2 6.3% 0.5 x 7.4 x Robert Half International Inc. NYSE:RHI 3/31/2015 $7,156.0 $4,816.2 $1,978.5 41.1% $573.1 11.9% 1.5 x 12.5 x Volt Information Sciences Inc. AMEX:VISI 5/3/2015 $326.3 $1,620.6 $246.6 15.2% $14.3 0.9% 0.2 x 22.9 x Average $1,131.4 $1,256.1 $396.2 26.8% $90.7 4.8% 0.6 x 11.6 x Median $244.6 $975.9 $217.3 26.5% $17.8 4.6% 0.4 x 12.1 x Source: Capital IQ Pricing As of July 8, 2015 14 Exhibit A: Public Company – Valuation Data (cont.) Executive and Retained Search Enterprise Value Revenues Gross Profit Gross Profit Margin EBITDA EBITDA Margin Enterprise Value / Revenues Enterprise Value / EBITDA Com pany Nam e Ticker Date Hays plc LSE:HAS 12/31/2014 $2,306.7 $3,741.3 $312.7 8.4% $161.1 4.3% 0.6 x 14.3 x Heidrick & Struggles International Inc. NasdaqGS:HSII 3/31/2015 $385.9 $498.3 $158.3 31.8% $49.3 9.9% 0.8 x 7.8 x Korn/Ferry International NYSE:KFY 4/30/2015 $1,316.2 $1,028.2 $297.0 28.9% $136.9 13.3% 1.3 x 9.6 x Michael Page International plc LSE:MPI 12/31/2014 $1,530.0 $1,046.9 $532.8 50.9% $86.5 8.3% 1.5 x 17.7 x Average $1,384.7 $1,578.7 $325.2 30.0% $108.4 8.9% 1.0 x 12.4 x Median $1,423.1 $1,037.5 $304.9 30.3% $111.7 9.1% 1.0 x 12.0 x EBITDA EBITDA Margin Enterprise Value / Revenues Enterprise Value / EBITDA Healthcare Staffing Enterprise Value Revenues Gross Profit Gross Profit Margin Com pany Nam e Ticker Date AMN Healthcare Services Inc. NYSE:AHS 3/31/2015 $1,644.5 $1,122.7 $343.6 30.6% $95.6 8.5% 1.5 x 17.2 x Cross Country Healthcare, Inc. NasdaqGS:CCRN 3/31/2015 $479.7 $685.7 $174.4 25.4% $21.0 3.1% 0.7 x 22.9 x Team Health Holdings, Inc. NYSE:TMH 3/31/2015 $5,523.6 $3,018.5 $572.5 19.0% $308.5 10.2% 1.8 x 17.9 x Average $2,549.2 $1,608.9 $363.5 25.0% $141.7 7.3% 1.3 x 19.3 x Median $1,644.5 $1,122.7 $343.6 25.4% $95.6 8.5% 1.5 x 17.9 x Source: Capital IQ Pricing As of July 8, 2015 CORPORATE FUEL ADVISORS , a New York-based investment banking firm, provides a full range of advisory services to middle market companies. The firm advises on mergers and acquisitions, and raising debt and equity capital. CFA concentrates on small to mid-size enterprises with revenue between $10 million and $200 million. The diverse experience of our partners and unique market focus allows us to bring an unmatched level of expertise to our clients. We conduct securities-related transactions through our wholly owned affiliate, Corporate Fuel Securities, LLC, a registered broker dealer. Member FINRA and SIPC. Corporate Fuel Advisors gathers its data from sources it considers reliable but does not guarantee the accuracy or completeness of the information provided in this publication. Officers, partners or employees may have investments in the securities of the companies discussed in this publication. Corporate Fuel may from time to time seek or provide investment banking services from the companies contained in this report. Any public companies included in the Corporate Fuel Advisors indices are companies commonly used for industry information to show performance within a sector. These indices do not include all public companies that could be included within the sector and do not imply benchmarks. This material is being provided to you for educational purposes only. No information presented constitutes a recommendation by Corporate Fuel Advisors or its affiliates to buy, sell or hold any security, financial product or instrument discussed therein or to engage in any specific investment strategy. The content neither is, nor should be construed as, an offer, or a solicitation of an offer, to buy, sell, or hold any securities. You are fully responsible for any investment decisions you make. Such decisions should be based solely on your evaluation of your financial circumstances, investment objectives, risk tolerance and liquidity needs. 15