Spherion Announces Acquisition of CFO Executive Services Firm Tatum
FORT LAUDERDALE, Fla., Feb. 1 /PRNew sw ire-FirstCall/ — Spherion Corporation (NYSE: SFN) today announced the acquisition of Tatum, LLC (Tatum), a leading executive services firm focused on the office of the chief financial officer (CFO). Total consideration for the transaction is $46 million, comprised of $11 million in Spherion stock and the remainder in cash and assumed liabilities.
Commenting on the Tatum acquisition, Spherion president and CEO Roy Krause noted, “This acquisition represents another step in the execution of our stated strategy of increasing our higher-margin professional services business, w hile also expanding our presence in the C-level interim and consulting market. Tatum is w ell-know n for their deep expertise and focus on the CFO and w ill complement our existing professional services business. As a result of this transaction, professional services revenues account for approximately 44% of total revenue. We also see significant opportunities for revenue grow th through our combined relationships, w hile achieving cost synergies through the reduction of duplicative back-office functionality. We w elcome the addition of Tatum’s senior management team to the Spherion family and look forw ard to their contributions as w e become a leader in the Clevel interim and consulting marketplace.”
“Both companies bring unique strengths to this merger,” said Rich D’Amaro, chairman and chief executive officer of Tatum. “Tatum w ill be able to leverage its C-level management and consulting service offerings across a much larger customer base and retain its partnership culture, w hile relying on Spherion’s back-office infrastructure.”
William Grubbs, Spherion’s executive vice president and chief operating officer, added, “Tatum’s focus on valueadded services fits perfectly w ith Spherion’s commitment to delivering service excellence. With average billing rates of $190 and approximately 650 professionals, including over 400 CFO-level partners, Tatum, in combination w ith Mergis, Technisource and SourceRight, enhances our capability to provide seasoned CFOs and other highly skilled professionals to solve client challenges.”
SYNERGIES AND VALUATION
Tatum’s field operations w ill remain independent and its back-office operations w ill be consolidated into Spherion’s existing service center. The integration and consolidation are expected to be substantially completed by March 31, 2010.
Once the integration and consolidation are completed, there should be approximately $6 million of annualized cost savings. With this level of cost synergies, Spherion estimates that the purchase price of $46 million is approximately 5.5x estimated 2009 pro forma earnings before interest, taxes, depreciation and amortization (EBITDA) of Tatum. Assuming 2010 revenues about flat w ith 2009 ($117 million) and realization of approximately 65% – 75% of the $6 million cost synergies, Tatum should be approximately $0.03 to $0.05 per share accretive to Spherion in 2010.
TRANSACTION DETAILS
Spherion w ill fund the transaction by utilizing its existing cash resources and revolving line of credit and by issuing approximately 1.8 million shares of Spherion common stock. Total borrow ings after closing w ill be approximately $45 million w ith debt to capitalization of less than 15%. Foros Securities LLC acted as exclusive financial advisor to Spherion.
INVITATION TO CONFERENCE CALL
Management w ill host its scheduled conference call February 4, 2010 at 9:00 a.m. Eastern time to discuss information contained in this release and to discuss fourth quarter 2009 operating results. Management w ill also discuss information that is currently posted in the Investor Relations section, Presentations page, of our w ebsite at w w w .Spherion.com. The presentation w ill be the basis during the conference call for management’s discussion of the acquisition. The call may be accessed in one of the follow ing w ays:
ABOUT SPHERION
Spherion Corporation (NYSE: SFN) is a strategic w orkforce solutions company that provides recruiting, staffing, consulting and outsourcing specialties to meet the evolving needs of companies and job candidates. As an industry pioneer for more than 60 years, Spherion has sourced, screened and placed millions of individuals in temporary, temp-to-hire and full-time jobs.
With approximately 575 locations in the United States and Canada, Spherion delivers strategic w orkforce solutions that improve business performance. Spherion provides its services to approximately 8,000 customers, from Fortune 500 companies to a w ide range of small and mid-size organizations. Employing more than 160,000 people annually through its netw ork, Spherion is one of North America’s largest employers, providing general staffing, technology services, professional services and outsourcing. To learn more, visit w w w .spherion.com.
This release contains statements that are forward looking in nature and, accordingly, are subject to risks and uncertainties. Factors that could cause future results to differ from current expectations include risks associated with: Competition – our business operates in highly competitive markets with low barriers to entry; Economic conditions – any significant economic downturn could result in lower revenues or a significant reduction in demand from our customers may result in a material impact on the results of our operations; Customers – a loss of customers may result in a material impact on our results of operations; Debt and debt compliance – market conditions and failure to meet certain requirements could impact our availability to borrow under our revolving lines of credit and the cost of our borrowings; Corporate strategy – we may not achieve the intended effects of our business strategy; Termination provisions – certain contracts contain termination provisions and pricing risks; Failure to perform – our failure or inability to perform under customer contracts could result in damage to our reputation and give rise to legal claims; Acquisitions – managing or integrating past and future acquisitions may strain our resources; Business interruptions – natural disasters or failures with hardware, software or utilities could adversely affect our ability to complete normal business processes; Tax filings – regulatory challenges to our tax filing positions could result in additional taxes; Personnel – our business is dependent upon the availability of qualified personnel and we may lose key personnel which could cause our business to suffer; Litigation – we may be exposed to employment-related claims and costs and we are a defendant in a variety of litigation and other actions from time to time; Government regulation – government regulation may significantly increase our costs; International operations – we are subject to business risks associated with our operations in Canada, which could make those operations significantly more costly; and Common stock – the price of our common stock may fluctuate significantly, which may result in losses for our investors, and further decreases in the Company’s common stock price and market capitalization may impact our ability to comply with the NYSE continued listing standards. These and additional factors discussed in this release and in Spherion’s filings with the Securities and Exchange Commission could cause the Company’s actual results to differ materially from any projections contained in this release.