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Private equity and the recruitment sector Contents 1. Inflexion overview 2. Why we like recruitment and staffing businesses 3. Learning points from our deals 4. Making your company attractive to private equity 5. Valuation metrics Inflexion Overview • An entrepreneurial and highly active investor • £850m under management • Investing a new £475m fund at £10-75m per deal • Seeking UK based, high margin, niche leaders • Together our portfolio companies generate £800m sales, £150m EBITDA, and employ over 8000 people HOUSE OF THE YEAR September 11 FUNDRAISING OF THE YEAR September 11 FUNDRAISING OF THE YEAR April 11 3 Strong international footprint and offices in Brazil, India & China Griffin FDM Phlexglobal NPW Asperity Rhead SMD CTC Aviation Group Ideal Shopping Direct Trading locations of ex portfolio Jack Wills Aspen distributes to 70 countries 4 History of success in recruitment and staffing 7 years, 4 investments and a deep understanding of industry dynamics Specialist healthcare recruitment Specialist SAP recruitment Specialist employment service Specialist IT graduate recruitment 2008 - 2010 2005 - 2011 2006 + 2010 + Gross investment Total returns £m £m 33.1 90.1 6.6 Returns multiple Net Fee CAGR EBITDA CAGR % % 2.7x 43% 42% 28.8 4.4x 22% 18% 9.7 N/A N/A 20% 27% 11.7 N/A N/A 36% 43% ESTIMATED TOTAL 61.1 217.8 3.6x INDIVIDUAL AVERAGE 15.2 54.5 3.6x 34% 34% 5 Why we like recruitment and staffing businesses 1. Able to dominate a niche/control scarce resource 2. Capable of rapid growth 3. International potential 4. Low capex, operationally geared 6 The common characteristics of our success stories 1. Dominant market position/control of scarce resource 2. Solving a problem 3. Margins more important than volume 4. Scalable structures 5. Most of operations on a single site 6. Strong management 7. Focus on the exit from Day 1 7 The common development areas in our deals Broaden market Invest in infrastructure Go international Invest in people Expanded into complex care Replaced IT platform N/A Focused on marketing and operational excellence Added Red Services Built financial structure to double business Sweden, Switzerland and Brazil Built out team to cope with 300% revenue growth Operations scaled by 400% Germany, USA, Switzerland, Luxemburg, Hong Kong and Singapore Developed international, product and sector teams Added Murex, Misys and new verticals 8 Learning points from our deals 9 Independent Clinical Services Business overview • • • Leading provider of temporary healthcare staff including nurses, community care workers, locum doctors, GPs and other healthcare specialists EXIT ROUTE RETURNS Sold to Blackstone Group 2.7x / IRR 82% in 22 months Development under our ownership • Pre acquisition Specialism in mission critical staff such as anaesthetists, surgical nurses and support staff • IFX invests at c.4.2x EBITDA • Continued geographical reach expansion Had new Complex care in the home division, growing at 40% pa • Pursued several acquisitions • Improved • Exit to Blackstone achieved at 7.6x EBITDA quality of earnings • Investment in 20.0 Complex Care Key learning points Strength through adversity • Scalability protects margin • Strong focus on customer service • Growth and quality enhancement • Well positioned for exit 15.0 ON EXIT 10.0 EBITDA (£M) • 5.0 0.0 2007 2008 2009 Year end Dec 2010 Red Commerce Business overview • EXIT ROUTE RETURNS Sold to Dunedin Capital Partners 4.4x / IRR 34% in 5 years Development under our ownership Leading supplier of temporary and permanent staff for global SAP implementations • Appointed • Pre acquisition • 80% of the business is in German- speaking Europe new Chairman • Appointed new FD • Invested in • Promoted Business Development Function Sales Director to CEO • US market entry • Extended into • New CRM • Launched ‘Red Solution’ service Central Europe system installed Key learning points Dominate the niche • Control pricing and drive expansion • Expand service line • Great team delivers great results 5.0 4.0 EBITDA (£M) • 6.0 ON EXIT (BUDGET) 3.0 2.0 1.0 0.0 2006 2007 2008 2009 Year end March 2010 2011 2012 FDM Group Business overview • • International IT services company specialising in the provision of outsourced IT staffing solutions to large blue chip organisations Trains high quality IT graduates for international clients through its academy program SECTOR HISTORIC EBITDA IT Services £16.8m DATE DEAL TYPE February 2010 Public-to-Private Development under our ownership • Pre acquisition • Consultants numbers for 2010 62% ahead of management plan • New York based training Academy opened in July 2010 Key learning points • New Hong Kong office opened • Targeting to achieve1,300 consultants (338 at investment in Dec 2009) • Reviewing Academy Unique offering drives super-performance • Massively scalable • Incentivisation drives performance apprentice in Europe BUDGET EBITDA (£M) • Year end Dec How to optimise the attractiveness of your company to private equity 1. Dominant market position/control of scarce resource • Prove market share • Create or deepen the niche • Acquire competitor or hold discussions which PE can then fund 2. Solving a problem • Demonstrate you are the “go-to” choice for employers and candidates, not an outbound call centre 3. High margins • Resist the chasing of volume by lower margin contracts – It’s very hard to get back once gone • Margins are the benchmark of quality 4. Scalable structures • Single sites • Strong IT • Interviewers on per hour basis 5. Strong management • Staffing businesses are highly morale and leadership dependent • Fix any gaps or issues early – instil confidence in the buyer 13 Quoted company valuations EV / 2013F EBITDA Medium sized players trade at a premium compared to the smallest tier… 14x We observe more diversity in majors’ ratings – but overall they benefit from Michael Page , £1,154m, higher ratings 13.6x 13x 12x The smallest listed players are rated the lowest… 11x Power trend line EV / 2013F EBITDA. 10x Robert Walters , £127m, 9.2x SThree , £318m, 9.2x 9x Prof f ice , £177m, 7.9x Randstad, £4,885m, 9.0x Hays , £1,298m, 8.8x Brunel , £590m, 8.2x 8x Robert Half , £2,192m, 8.5x CDI Corp., £203m, 7.5x Amadeus Fire , £124m, 6.8x 7x 6x Adecco , £6,631m, 8.7x Netw orkers International , £43m, 5.8x InterQuest Group , £18m, 5.8x On Assignment , £589m, 6.1x Matchtech Group , £59m, 5.4x 5x Staf f line Group , £60m, 5.1x 4x Harvey Nash, £38m, 4.3x Manpow erGroup, £2,033m, 6.0x USG People, £557m, 5.9x Kelly Services , £377m, 5.2x Impellam Group , £164m, 3.6x 3x 10 Source: Mergermarket, DC Advisory intelligence 100 EV (£m) 1,000 10,000 14 Recent transaction multiples PE Acquiror Target EV (£m) 100 2012 Corporate Acquiror EV/EBITDA Target EV (£m) 75 n.a. 234 EV/EBITDA 6.5x 6.2x 6.0x 6.5x 10x 6.2 6.0 2011 44 n.a. n.d. n.a. 132 6.5 437 26 16 55 6.2 6.0 6.2 6.5 6.0 75 5.0x 6.5 Orion 6.2x 2010 110 110 n.a. 8 4 5 6.0x 6.5x 11.5x 10.7x n.a. 10.7x 3 5 11 2 6.0x 7.0x 6.5x 6.2x n.a. 6.3x 5.3x n.a. 11.5x 7.5x 4.8x n.a. 6.2 25 2009 30 Peter Rowley 4.7x 6.0 6.2x 6.5 6.0x 5.6x 6.0x 175 18 6.5x PE total 72 572 5.6x 6.2x 6.0x 7.2x 14.0x 77 35 6.0x PE average 8.5x 5.2x 30 6.5x 5.7x 6.2x 2008 n.a. 59 6.2x 6.5x 78 2 1,161 904 PE : plc Transactions Ratio 1 : 5.7 Listed corporate average 147 Listed corporate total 3,240 7.8x 4.9x n.a. 8.6x 8.2x 6.2x 6.0x 6.5x 6.5x 15 Source: Mergermarket, DC Advisory intelligence