HUMAN RESOURCES & STAFFING FIRMS ADAPT TO LABOR MARKET SHIFTS HUMAN RESOURCES & STAFFING SERVICES INDUSTRY UPDATE | MARCH 2021

3 Human Resources & Staffing Services HR & Staffing Firms Adapt to Labor Market Shifts

TABLE OF CONTENTS KEY INDUSTRY TAKEAWAYS

 Key Industry Takeaways Capstone Headwaters’ Business ServicesGroupispleasedtoshareitsHuman  Industry Outlook Resources (HR) & Staffing Services report. Through our ongoing conversations with active industry players and analysis of trends during COVID-19, we have  Key Trends & Drivers identified several key takeaways below, followed by an in-depth overview of  M&A Overview industry dynamics on the following pages.  Public Company Spotlight 1. The U.S. labor market has demonstrated sequential improvement lending to  Notable Transactions increased demand for staffing services providers in defensible end markets.  Select Transactions 2. Rapid adoption of remote work has exacerbated the necessity of digital  Client Case Study solutions in talent placement and recruiting.  Public Company Data 3. Accelerated digitization heightened demand for HR & staffing services  Report Contributors providers specializing in information technology (IT) solutions.  Firm Track Record 4. Strategic buyers in the industry have acquired companies in noncyclical end markets to spur inorganic growth, accounting for 67.7% of deals announced or completed in 2020.

5. Private equity (PE) add-on deal activity remained relatively robust accounting for 23.7% of total deal volume in 2020, as PE-backed HR & staffing services providers sought to bolster service offerings.

6. In 2021, Capstone expects M&A activity in the industry to continue to accelerate in defensible end markets as companies resume hiring.

Sophea Chau Jesse Betzner Managing Director, Vice President, Todd McMahonConsumer & Retail Bob Balaban Consumer & Retail HR & Staffing Services HR & Staffing Services Head of Investment Banking Managing Director 617-619-3334 303-792-9400 [email protected] [email protected] 2 Human Resources & Staffing Services | March 2021

INDUSTRY OUTLOOK

COVID-19 headwinds forced companies across all sectors U.S. Unemployment Rate to reduce operating expenses through layoffs, furloughs, 2019 2020 and hiring freezes, resulting in a record high 20% unemployment rate of 14.7% in April 2020, according to Unemployment hit a record 1 high of 14.7% in April the Bureau of Labor Statistics (BLS). The labor market has 15% demonstrated sequential improvement since April as nonessential businesses have reopened and resumed hiring. Despite early signs of economic recovery, the 10% December unemployment rate remains elevated at 6.7%, nearly twice the pre-pandemic level in February of 3.5%, 5% according to the BLS. Capstone believes that HR & Seasonally Adjusted staffing firms specializing in defensible end markets such U.S. Unemployment Rate, 0% as Healthcare and IT will swiftly recover as companies in non-cyclical industries have the financial resources to resume hiring. Source: Bureau of Labor Statistics

Amid a largely dislocated workforce, HR & staffing firms Congruent with positive labor market trends, public have increasingly leveraged digital service offerings to company EBITDA multiples have surpassed pre-pandemic drive efficiencies for job seekers and employers. The levels in the Executive & Retained Search, up 115.4% accelerated demand for technology-driven HR & staffing through the last twelve months (LTM) and Professional & solutions, across all sectors, has driven increased Commercial segments, up 73.1% through the LTM. While investment among industry participants seeking to foster healthcare staffing firms experienced a large increase in competitive advantages through technology. “The future demand for travel nurses and respiratory therapists of work is taking shape today, and staffing firms have an beginning in March, the sector’s recovery has been opportunity to provide leadership and prioritize their curtailed by depressed demand in healthcare services innovation investments to drive future growth,” Michael unrelated to the treatment of COVID-19. For example, in Yadgar, Americas System Applications and Products Q3 AMN Healthcare (NYSE:AMN) posted a 4% decrease in leader at Ernst & Young said in a news article.2 Notably, year-over-year (YOY) revenue in its Nurse and Allied Randstad (ENXTAM:RAND) has created a digital and Solutions segment but recorded 12% growth in Travel growth initiative to strengthen its global market leadership Nurse staffing, according to the company’s Q3 press and adapt to the remote work environment through release.4 Despite subsegment discrepancies, Healthcare continued investment in digital solutions, according to staffing EBITDA multiples are up 4.2% through the LTM. quarterly results.3

Public HR & Staffing Company EBITDA Multiples vs S&P 500 Professional & Commercial Executive & Retained Search Healthcare S&P 500

20x March 11: WHO declares COVID-19 a pandemic 17.2x 16x 14.8x

12x 11.0x 10.3x

EV/EBITDA 8x

4x

0x Feb-20 Apr-20 Jun-20 Aug-20 Oct-20 Dec-20 Feb-21

Source: Capital IQ and Capstone Research

3 Human Resources & Staffing Services | March 2021

KEY TRENDS & DRIVERS

Digitization in Recruiting: Restrictions following the Job-RetentioninthePublicSector:In response to COVID-19 outbreak have forced companies to resume the COVID-19 pandemic, officials furloughed workers operations remotely, exacerbating the necessity of in the public sector driving employment to its lowest technology and accelerating investment in digital levels since 2001, according to PEW Charitable Trusts.8 solutions. Companies spent the equivalent of ~$15 billion Employment in the public sector is typically more extra per week on technology to improve safety and resilient than the private sector during economic security for employees working remotely during the downturns. Of the government workers represented, pandemic, according to a Harvey Nash and KPMG 93% of those that were laid off reported that their job survey.5 Many HR & staffing services providers have loss was temporary in the Federal Government’s adaptedtoremoterecruitingbyautomatingthetalent Current Population Survey for May.9 Due to higher acquisition and hiring process to benefit the needs of job-retention in the public sector, Capstone anticipates employers and clients. Additionally, HR & staffing increased demand for HR & staffing services providers services providers have utilized mergers and acquisitions specializing in government placement in 2021. (M&A) to bolster digital staffing solutions in order to differentiate their platforms and service offerings in an Bifurcation in Healthcare Staffing: Surges in COVID- industry that has become increasingly dependent on 19 cases have heightened demand for travel nurses, technology. This is exemplified by recent deals, including respiratory therapists, and intensive care unit The Caldwell Partners acquisition of IQTalent Partners, a (ICU) staffing, as hospitals have struggled to fill talent acquisition and recruitment firm (December 2020, positions in these segments, according to Capstone’s $11.1 Million), and BestatDigital’s acquisition of Saba January Healthcare Staffing Report. With the demand Software, a cloud-based intelligent talent management for clinical healthcare workers outpacing supply, solutions provider (October 2020, Undisclosed). healthcare staffing firms have played a crucial role in scaling healthcare workforces. While clinical Defensibility in IT: In November, the number of IT healthcare workers have experienced increased hours jobs in the U.S. rose for the fourth consecutive month and bill rates, physical and occupational therapists reaching 5.2 million, according to TechServe Alliance.6 have endured revenue declines as hospitals have The rapid adoption of technology necessitated by a postponed elective procedures in order to have the large portion of the workforce shifting to remote work capacity to focus on the treatment of COVID-19, has driven demand for IT professionals. In their according to Healthcare Dive.10 respective Q3 earnings calls, Adecco (SWX:ADEN), Kelly Services (NAS:KELY.A), and Randstad reported that their IT businesses have been particularly resilient amid the pandemic compared to other segments. HR Key Performance Indicators & staffing services firms are expected to continue investing in the growth of their IT talent placement Investing in Technology: HR & business in 2021. staffing firms have improved digital solutions to attract recruiters and Reemergence of Temporary Staffing: In April 2020, job-seekers. U.S. temporary labor experienced employment losses that were approximately double those of the broader labor market, reaching a ten-year low of two million temporary Restructuring Marketing: Companies and contract employees, according to McKinsey.7 have invested in digital marketing to However, Capstone believes that looming economic establish a presence in the online- uncertainty will make companies less inclined to engage recruiting space. in permanent hiring, resulting in the recovery of the temporary labor market. The flexibility that temporary Acquiring New Business: labor entails will allow companies to foster their recovery Companies have acquired businesses without committing to permanent hires. Additionally, in defensible end markets to bolster companies can recruit permanent employees from their growth amid the pandemic. pool of temps based on performance. As businesses continue to grapple with financial uncertainty, temporary labor providers are poised to capture elevated demand. Source: Capital IQ, Company Press Releases, and Capstone Research

4 Human Resources & Staffing Services | March 2021

M&A OVERVIEW

In Q4 2020, M&A activity in the HR & Staffing Services M&A Volume Shows Improvement in Q4 industry experienced a mild resurgence, outpacing Q3 While transaction volume remains lower year-over-year, transaction volume by 26.5%. However, deal volume is Q4 deal activity has demonstrated sequential improvement down substantially YOY with 163 deals announced or supporting a more favorable outlook for 2021. completed in 2020, compared to 274 transactions in 2019 2020 2019. Due to low barriers to entry, the Staffing industry 120 has historically been highly fragmented across segments. However, amid the economic downturn, companies are 90 83 consolidating in defensible end markets to foster growth, 75 as evidenced by Premier Health’s $11.4 million acquisition 63 60 53 of healthcare staffing company, Code Bleu, in November. 46 40 43 By combining operations, Premier Health has become a 34 market leader with the capacity to increase the value of its 30

healthcare systems through technological innovation. Transactions Number of 0 While transaction volume remains significantly lower YOY, Q1 Q2 Q3 Q4 quality HR & staffing services providers that have demonstrated robust performance amid the pandemic Year-To-Date Buyer Breakdown continue to garner heightened buyer interest. Private strategic transactions accounted for 48% of total deal activity in Q4 as companies consolidated competitors to spur growth inorganically. Despite uncertainty in the STRATEGIC 23.7% 19.7% labor market and low debt availability, private equity firms Public making platform acquisitions accounted for 8.7% of 2020 Private volume, compared to 7% in 2019. PE add-on deal activity FINANCIAL 8.7% also remained relatively robust, accounting for 23.7% of Platform 2020 transactions compared to 30.3% in 2019. Through Add-on M&A, PE-backed HR & staffing services providers sought 48.0% to bolster geographic reach, service offerings, and end market exposure with tuck-in deals. Note: Year-to-date ended December 31, 2020 Source: Capital IQ, PitchBook, FactSet, and Capstone Research

Todd McMahon, Head of Investment Banking “While 2020 certainly had its challenges, we saw a significant uptick in Q4 which bodes well for the sector going into 2021 and beyond.”

Bob Balaban, Managing Director “Despite depressed transaction volume in 2020, labor market improvements and continued consolidation in Q4 support a favorable M&A outlook in 2021.”

5 Human Resources & Staffing Services | March 2021

PUBLIC COMPANY SPOTLIGHT

Ticker: (TSXV:HIRE) Headquarters: Toronto, Canada LTM Revenue: $8.6 million (September 2020) Market Capitalization: $31.5 million (January 2021)

Company Description and Acquisition Strategy

HIRE Technologies (TSXV:HIRE) is a HR services provider based in Toronto, Canada that offers temporary and permanent placement services through its subsidiaries. The company acquires IT, staffing, and HR consulting firms in order to foster growth, bolster service offerings, and expand its geographic footprint. With diverse revenue streams through its subsidiaries and a technology-driven approach to human resources, HIRE’s business model is designed to be responsive to varying economic conditions.

In 2020 HIRE acquired The Headhunters Recruitment, Kavin Group, and Taylor Ryan, increasing its in-house employees by 50%, according to its January press release.11 The company also entered a definitive agreement to form a partnership with Atlas ID, a software solutions provider that connects employers with COVID-19 tests. To fund its 2020 acquisitions, HIRE used proceeds from two rounds of private placement financing in Q3 and Q4, totaling $6.5 million. HIRE’s aggressive acquisition strategy fostered a 311% increase in job placements in Q4 2020 from Q4 2019. HIRE indicated that it plans to remain acquisitive in 2021 to bolster its national footprint in Canada and enhance its technological capabilities, with SaaS- based offerings serving as a strong investment focus. In addition, HIRE has explored U.S. target companies to expand its geographic presence, according to its January press release.

"Over the last two quarters, we have been working exceptionally hard to grow the Company's revenue and increase our geographic reach. Since the start of 2020, we have attained an upward trajectory for our share price and raising our market cap from $8M to approximately $40M, creating value for our shareholders all during the worst pandemic in a century," said Simon Dealy, CEO of HIRE Technologies, according to the press release.

2020 Acquisitions and Partnerships

Announce Date Target Company Description / Investment Rationale

HIRE acquired Taylor Ryan Inc. in December for an enterprise value of $3.2 million, adding $1.0 million of EBITDA. Taylor Ryan offers executive search, contingency 12/18/20 recruitment, and HR consulting services. Through the transaction HIRE gains exposure to Taylor Ryan’s connections to brands in real estate and construction.

In December, HIRE acquired Kavin Group, closing a $4 million private placement. The Kavin Group provides staffing services to industrial and healthcare markets in 11/24/20 Canada. The acquisition expands HIRE’s geographic footprint and bolsters its service offerings in general labour and healthcare.

HIRE entered a definitive agreement to form a partnership with Atlas ID in September. Atlas provides a software platform that provides employers with a 09/30/20 solution for implementing employee testing for COVID-19 empowering staffing, IT, and HR consulting firms to reopen safely amid the pandemic.

In September, HIRE acquired the Headhunters Recruitment Inc. for an undisclosed sum. The Headhunters is a leading recruitment company in Canada that serves a 09/02/20 wide range of industries. Through the acquisition, HIRE has added key leadership, formed synergies, and increased stakeholder value.

Source: Capital IQ, Company Press Releases, and Capstone Research

6 Human Resources & Staffing Services | March 2021

NOTABLE TRANSACTIONS

Several notable transactions have been announced or completed in the industry in 2020. Select transactions are outlined below, followed by a more comprehensive list on the following page.

Goldman Sachs Merchant Banking Division acquires People Corporation (December 2020, $990.46 Million) A buyout fund management by Goldman Sachs (NYSE:GS) Merchant Banking Division has acquired human resource consulting services provider People Corporation for an enterprise value of $990.5 million.

Since 2019, People Corporation has completed nine acquisitions, using strategic deals to bolster Acquires growth. In 2020, the company’s annual revenue increased by 30% YOY to $165 Million, yet only 9% of that total growth figure was organic, according to Nasdaq.12 Through its deal with Goldman Sachs, People Corporation will have the financial resources to continue to invest in compelling opportunities that further increase the company’s scale in talent and technology.

“The company has a compelling client offering with experienced consultants and a national scale that have helped deliver outstanding growth over time. There is also a continued and meaningful investment opportunity to deploy capital and access opportunities in People Corporation’s core and adjacent markets,” said Anthony Arnold, Managing Director at Goldman Sachs.13

Kelly Services, Inc. acquires Greenwood/Asher & Associates, Inc. (November 2020, Undisclosed) Kelly Services (NASDAQ:KELY.A), a global workforce solutions company, acquired Greenwood/Asher & Associates, an executive search and recruitment firm specializing in higher education job placement. The terms of the transaction were not disclosed.

The completion of this transaction expands Kelly’s offerings beyond K-12 and into the higher education Acquires space. While the pandemic has created unprecedented challenges for executive search firms, demand has increased for experienced education professionals, according to Kelly. Greenwood/Asher & Associates will leverage Kelly’s global talent network in order to identify, develop, and place top talent.

“Across the education landscape, the need for talent has never been greater, and Kelly has been diligently identifying adjacencies and growth opportunities to meet the increased demand for experienced education professionals,” said Peter Quigly, President and CEO of Kelly Services.14

The Caldwell Partners International, Ltd. acquires IQTalent Partners (December 2020, $11.14 Million)

Canada-based executive search firm Caldwell Partners has acquired IQTalent Partners, a talent acquisition and recruitment firm, for an enterprise value of $11.1 Million. IQTalent Partners uses a technology-enabled on-demand recruitment platform to connect companies and candidates. Over the Acquires past six years IQTalent Partners has experienced significant growth, with a compound annual growth rate of 45% per year. Additionally, the company has partnered with more than 300 corporations across a wide range of industries and geographies, according to a press release.15

Founded in 1970, Caldwell has a 50-year history of providing executive talent trough transformative searches at the highest levels of management and operations. This acquisition combines IQTalent’s innovative use of technology and unique service model with Caldwell’s breadth of experience and vast network, driving shareholder value and future growth potential.

7 Human Resources & Staffing Services | March 2021

SELECT TRANSACTIONS

Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA Edgewater Technical Alaris Equity 12/31/20 --- Associates Partners USA Offers engineering staffing services.

Recruiter.com 12/22/20 OneWire Operates as a recruiting and sourcing platform that --- Group provides career management services.

12/22/20 IQTalent Partners The Caldwell Partners Operates as a recruitment agency. $11.1 - -

Hire Technologies Engages in executive search, contingency recruitment, 12/18/20 Taylor Ryan $3.2 - - (TSXV:HIRE) and HR consulting services.

Provides co-employer and business 12/18/20 Avitus Group Vensure services worldwide. ---

Provides BPO services in the areas of human 12/18/20 MatrixOneSource Vensure resources and payroll processing. ---

Offers employee leasing and human 12/18/20 Surge Resources Vensure resources services. ---

People Goldman Sachs 12/14/20 Delivers human resources consulting services. $990.5 5.7x 20.2x (TSXV:PEO) (NYSE:GS)

Recruits contractual and permanent resources in 12/03/20 Meritek Astek Canada information technology. ---

12/01/20 GeoSearch ERIS Information Operates as a personnel recruitment firm. $8.2 - -

People Corp. 11/30/20 ENCOMPASS Operates as a human resource consultancy firm. --- (TSXV:PEO)

Hire Technologies Provides talent management and 11/24/20 Kavin Group --- (TSXV:HIRE) recruiting services.

Fulton Bank Provides employee benefits consulting and 11/23/20 BenefitWorks --- (NAS:FULT) administration services.

Operates a marketplace that enables tech companies 11/23/20 Hired Vettery --- to recruit.

Interactive Business 11/13/20 The Planet Group Provides technology solutions and staffing services.. - - - Systems

Arthur J. Gallagher 11/05/20 Optimum Talent Operates as an integrated talent management firm. - - - & Co. (NYSE:AJG)

10/21/20 Latitude 36 Harvey Nash Provides staffing solutions. ---

Mission Provider of consulting services for global 10/20/20 TalentBeacon --- Mining talent acquisition.

Operates as a recruitment and technology 10/06/20 VENIRé Vaco consulting company. ---

10/05/20 Extreme Staffing Ascend Staffing Operates as a temporary staffing company. ---

Provides cloud-based intelligent talent 10/02/20 Saba Software BestAtDigital management solution. --- Hudson Global 10/01/20 CoitGroup Provides talent solutions. $9.4 - - (NAS:HSON)

Note: highlighted deals are Capstone’s transactions Source: Capital IQ, PitchBook, FactSet, and Capstone Research

8 Human Resources & Staffing Services | March 2021

CLIENT CASE STUDY: EDGEWATER TECHNICAL ASSOCIATES

Engineering Staffing Firm Recapitalized by Alaris Equity Partners- February 2021

Capstone Headwaters represented the shareholders of Edgewater Technical Associates (“Edgewater” or the “Company”) in its recapitalization transaction with Alaris Equity Partners USA, Inc..

 Capstone Headwaters was engaged by the shareholders of Edgewater, an has been recapitalized by engineering staffing services provider,toassistinthesaleofthecompanyto a strategic or financial buyer.

 Founded in 2003 and employing over 400 highly skilled professionals, Edgewater is a professional and technical services firm that supports the U.S. Department of Energy; organizations involved in the commercial nuclear industry in the U.S., UK, and Canada; and other private sector business involved in other high-hazard or complex operations. The Company provides subject matter expertise and staff augmentation support in specialty areas such as nuclear operations, nuclear safety basis, multidisciplinary engineering, regulatory compliance, waste management, and environmental remediation. Edgewater has five offices, with corporate headquarters in Los Alamos NM, and regional offices in Carlsbad NM, Oak Ridge TN, Aiken SC, and Hanford, WA.

 Throughout Alaris’ 16-year history, their preferred MBO solution has proven to create full liquidity events for the exiting majority shareholders while simultaneously providing an attractive option for high quality management teams to become majority owners of their company. With an evergreen capital base, Alaris’ the balance sheet is positioned to provide access of up to $200 million of capital on an ongoing basis.

 Bob Balaban, Managing Director at Capstone and lead on this transaction, added, “It was a privilege for us to represent such outstanding engineering services firm. The management team at Edgewater has worked tirelessly to grow the business into the market leader that it is today, and we are thrilled to have been a part of reaching the next step in their journey.”

This transaction enabled us to realize the value in the decades of hard “ work that have gone into building our business, and we are excited to pass the torch on to the next generation of leaders, in partnership with Alaris Equity Partners. The team at Capstone helped us anticipate and navigate the many issues that arise during a process like this, and we could not have reached the incredible outcome that we did without their guidance. ” - Michael Kirkpatrick, Founder of Edgewater Technical Associates

9 Human Resources & Staffing Services | March 2021

PUBLIC COMPANY TRADING & OPERATING DATA: PROFESSIONAL & COMMERCIAL

Price % 52 Wk Market Enterprise LTM EV / LTM Company 02/26/21 High Cap Value Revenue EBITDA Margin Revenue EBITDA Adecco Group AG $62.83 93.3% $10,184.4 $11,154.1 $23,927.8 $1,140.1 4.8% 0.5x 9.8x ASGN Incorporated $92.97 92.1% $4,918.1 $5,677.1 $3,950.6 $397.9 10.1% 1.4x 14.3x Kelly Services, Inc. $20.82 90.5% $817.9 $686.9 $4,516.0 $106.8 2.4% 0.2x 6.4x Kforce Inc. $51.35 97.0% $1,075.8 $1,094.6 $1,397.7 $91.7 6.6% 0.8x 11.9x ManpowerGroup Inc. $94.44 95.0% $5,193.7 $5,187.5 $18,001.0 $616.7 3.4% 0.3x 8.4x Randstad N.V. $66.96 96.1% $12,317.0 $12,996.4 $25,343.1 $1,012.8 4.0% 0.5x 12.8x Resources Connection, Inc. $12.76 95.4% $414.8 $423.0 $647.2 $39.5 6.1% 0.7x 10.7x Robert Half International Inc. $77.79 93.2% $8,663.3 $8,391.6 $5,109.0 $408.9 8.0% 1.6x 20.5x TrueBlue, Inc. $20.83 93.7% $739.2 $745.4 $1,846.4 $32.6 1.8% 0.4x 22.8x

Mean 5.2% 0.7x 13.1x Median 4.8% 0.5x 11.9x EV = enterprise value; LTM = last twelve months $ in millions, except per share data Harmonic Mean 3.9% 0.4x 11.3x

PUBLIC COMPANY TRADING & OPERATING DATA: HEALTHCARE

Price % 52 Wk Market Enterprise LTM EV / LTM Company 02/26/21 High Cap Value Revenue EBITDA Margin Revenue EBITDA AMN Healthcare Services, Inc. $72.87 81.7% $3,438.0 $4,364.3 $2,393.7 $291.2 12.2% 1.8x 15.0x Cross Country Healthcare, Inc. $11.11 82.8% $416.8 $493.7 $836.4 $37.9 4.5% 0.6x 13.0x

Mean 8.3% 1.2x 14.0x Median 8.3% 1.2x 14.0x EV = enterprise value; LTM = last twelve months $ in millions, except per share data Harmonic Mean 6.6% 0.9x 13.9x

PUBLIC COMPANY TRADING & OPERATING DATA: EXECUTIVE & RETAINED SEARCH

Price % 52 Wk Market Enterprise LTM EV / LTM Company 02/26/21 High Cap Value Revenue EBITDA Margin Revenue EBITDA Heidrick & Struggles International $35.89 93.4% $694.8 $474.1 $621.6 $86.8 14.0% 0.8x 5.5x Korn Ferry $61.55 94.2% $3,323.5 $3,193.5 $1,695.4 $268.5 15.8% 1.9x 11.9x

Mean 14.9% 1.3x 8.7x Median 14.9% 1.3x 8.7x Harmonic Mean 14.8% 1.1x 7.5x

Source: Capital IQ as of February 26, 2021 10 Human Resources & Staffing Services | March 2021

HUMAN RESOURCES & STAFFING SERVICES REPORT CONTRIBUTORS

Todd McMahon Head of Investment Banking [email protected] | 617-619-3334

Todd McMahon possesses over 20 years of transaction, financial services and corporate executive experience. Prior to Capstone Headwaters, Todd was President of Array Financial Services, a Boston based boutique M&A advisory firm he founded in 2002. He began his career at Putnam Investments, later moving to Bank Boston’s investment banking group. Later, Todd served as Managing Director at Ross Crossland Weston/RCW Mirus, where he was responsible for managing the firm’s technology investment banking practice. Todd’s investment banking experience is complemented by his involvement as an entrepreneur and investor where he was involved in various consolidation transactions, raised over $30mm of debt and equity financing and was responsible for managing all aspects of operations. He earned his MBA from Boston University and his BA from the University of Massachusetts.

Bob Balaban Managing Director [email protected] | 303-792-9400

Bob Balaban joined Capstone Headwaters in 2011 and brings over 25 years of investment banking and operating experience. Bob has served as the lead banker on over 75 merger and acquisition transactions primarily in the business services marketplace. He has also been involved with over a dozen startup companies, including Great Plains Accounting Software, Inc., a software company that was ultimately acquired by Microsoft Corp. as well as InaCom Corp., a distribution company that he helped grow to several billion dollars in annual revenue before it was acquired by Hewlett Packard. He has appeared in numerous national business publications, including the Wall Street Journal and Fortune Magazine and on national television as an expert in mergers and acquisitions.

Lucas LaCroce Research Analyst [email protected] | 617-619-3331

Luke serves as a Research Analyst at Capstone Headwaters primarily focusing on the Industrials and Business Services industries. Before joining the firm’s corporate Research Team, Luke was an intern at DLG Wealth Management, Valpey Financial Services, and VIGILANT Capital Management where he performed financial analysis on equities, evaluated exchange traded funds and mutual funds, and determined the impact of proposed legislation on financial planning strategies. Luke earned a BA in Economics and English from Union College.

2020 2020 2020 2019 2019

US MIDDLE MARKET INVESTMENT BANKING FIRM MIDDLE MARKET INVESTMENT BANKING FIRM INVESTMENT BANKING FIRM INVESTMENT BANK OF THE YEAR INVESTMENT BANK OF THE YEAR OF THE YEAR OF THE YEAR OF THE YEAR

INTERNATIONAL AWARDS TURNAROUND AWARDS

11 Human Resources & Staffing Services | March 2021

FIRM TRACK RECORD

CONFIDENTIAL

corporate sale (IN PROCESS) has been recapitalized by has partnered with has partnered with has been acquired by

PROVIDER OF STAFFING AND HUMAN RESOURCES SERVICES TO THE FASHION INDUSTRY

has recapitalized with have been acquired by has been acquired by has recapitalized with has recapitalized with

A PRIVATE INVESTMENT GROUP

has recapitalized with has been acquired by has been acquired by debt financing valuation and financial advisory

NORTHERN HEALTHCARE CAPITAL ARIES GROUP INC.

has been acquired by has been acquired by has acquired has been acquired by has been acquired by

CERTIFIED IT & ITRICITY FREEDOM DATA

has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by

12 Human Resources & Staffing Services | March 2021

CITATIONS

1. U.S. Bureau of Labor Statistics, “Employment Situation Summary,” https://www.bls.gov/news.release/empsit.nr0.htm, accessed January 27, 2021. 2. SAP, “EY and SAP Identify and Address Disruptive Trends in the Staffing Industry,” https://news.sap.com/2020/11/ey-and-sap-identify-and-address- disruptive-trends-in-the-staffing-industry/, accessed January 27, 2021. 3. Randstad, “quarterly results Q3 2020,” https://www.randstad.com/investor-relations/results-and-reports/quarterly-results/, accessed February 2, 2021. 4. Alpha-Sense, “Q3 2020 AMN Healthcare Services Inc Earnings Call,” https://research.alpha-sense.com/, accessed January 27, 2021. 5. Harvey Nash KPMG, “CIO Survey 2020,” https://www.hnkpmgciosurvey.com/, accessed January 27, 2021. 6. Staffing Industry Analysts, “IT Jobs up 0.5 in November but Remain Down Over Year: Techserve Alliance,” https://www2.staffingindustry.com/Editorial/IT-Staffing-Report/Jan.-7-2021/IT-jobs-up-0.5-in-November-but-remain-down-over-year-TechServe- Alliance, accessed January 27, 2021. 7. McKinsey & Company, “Taking a fresh look at temporary labor sourcing amid uncertainty,” https://www.mckinsey.com/business- functions/operations/our-insights/taking-a-fresh-look-at-temporary-labor-sourcing-amid-uncertainty, accessed January 27, 2021. 8. The PEW Charitable Trusts, “How COVID-19 is Driving Big Job Losses in State and Local Government,” https://www.pewtrusts.org/en/research-and- analysis/articles/2020/06/16/how-covid-19-is-driving-big-job-losses-in-state-and-local-government,accessed January 27, 2021. 9. United State Census Bureau, “Current Population Survey (CPS),” https://www.census.gov/programs-surveys/cps.html, accessed January 27, 2021. 10. HEALTHCAREDIVE, “Hospitals across US cancel elective procedures – again,” https://www.healthcaredive.com/news/hospitals-cancel-elective- procedures-once-again/589202/, accessed January 27, 2021. 11. HIRE Technologies, “HIRE Technologies Provides Corporate Update and Plans for 2021,” https://hire.company/hire-technologies-provides-corporate- update-and-plans-for-2021/, accessed January 27, 2021. 12. Nasdaq, “Goldman (GS Arm Signs All-Cash Deal to Buy People Corporation,” https://www.nasdaq.com/articles/goldman-gs-arm-signs-all-cash-deal- to-buy-people-corporation-2020-12-16, Accessed January 27, 2020. 13. GlobalNewsWire, “People Corporation to be Acquired by Goldman Sachs Merchant Banking,” https://www.globenewswire.com/news- release/2020/12/14/2144438/0/en/People-Corporation-to-be-Acquired-by-Goldman-Sachs-Merchant-Banking.html, accessed January 27, 2021. 14. GlobalNewsWire, “Kelly Acquires Specialty Education Executive Search Firm, Greenwood/Asher & Associates,” https://www.globenewswire.com/news- release/2020/11/23/2131937/0/en/Kelly-Acquires-Specialty-Education-Executive-Search-Firm-Greenwood-Asher-Associates.html, accessed January 27, 2021. 15. Cision, “Caldwell Acquires IQTalent Partners, Inc.,” https://www.newswire.ca/news-releases/caldwell-acquires-iqtalent-partners-inc-- 895831912.html#:~:text=The%20Caldwell%20Partners%20International%20Inc.&text=TORONTO%2C%20Dec.,announced%20on%20December%202 2%2C%202020, accessed January 27, 2021.

Disclosure: This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and acquisi- tion activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this report. The report is published solely for the general information of clients and friends of Capstone Headwaters. It does not take into account the particular investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors. This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request. The companies mentioned in this report may be clients of Capstone Headwaters. The decisions to include any company in this report is unrelated in all respects to any service that Capstone Headwaters may provide to such company. This report may not be copied or reproduced in any form, or redistributed without the prior written consent of Capstone Headwaters. The information contained herein should not be construed as legal advice.

13 BUILT FOR THE MIDDLE MARKET

Capstone Headwaters is one of the largest and most active independent investment banking firms in the United States. The firm has a rich, 20-year history of achieving extraordinary results for middle market entrepreneurs, business owners, investors, and creditors. Capstone offers a fully integrated suite of corporate finance services, including M&A, debt and equity placement, corporate restructuring, valuation and fairness opinions, financial advisory, and ESOP advisory services.

Headquartered in Boston, the firm has 175+ professionals across 17 offices in the U.S., with an international presence including over 450 professionals in 40 countries. With 16 dedicated industry groups, the firm delivers sector-specific expertise through large, cross-functional teams on a global basis.

UNITED STATES

175+ professionals 17 offices INTERNATIONAL Boston  Burlington  Chicago  Dallas Denver  Detroit  Houston  Los Angeles 450+ professionals New York  Orange County  Philadelphia 60+ offices in 40 countries Richmond  San Diego  San Francisco St Louis  Tampa  Washington DC Asia: China  India  Japan Latin America: Argentina  Brazil  Chile  Colombia  Mexico  Peru Africa: Congo  Egypt  Ghana  Ivory Coast  Mauritius  Morocco  Senegal  South Africa Europe: Belgium  Bosnia  Croatia  Czech Republic  Finland  France  Germany  Herzegovina Hungary  Ireland  Italy  London  Netherlands  Norway  Poland  Russia  Serbia  Slovenia Spain  Sweden  Switzerland  Turkey  United Kingdom

www.capstoneheadwaters.com

12