Bond Buys VCG –Facts, Opinions and a Little History

by John Long

OMG! As most everyone in the staffing industry heard on Thursday, October 21, 2010, Bond Adapt out of the U.K. acquired VCG out of Atlanta.  For the staffing industry here in the U.S., this is the biggest Staffing Software M&A news in years.  In fact, I’d rank it in the top 3 ever.  Not only the size of the purchase ($9MM), but also the number of clients/users affected by the acquisition.

So – what does this mean to the staffing industry, Avionté and VCG clients?

I have educated guesses on the latter question, but really it is too early to know for sure.  Many Avionté employees had asked me what does this mean to us – which I responded in a companywide email.  Let me go over those highlights.  First, a bit of history….

The other two notable acquisitions that have happened in this industry, in my opinion are:

• eEmpACT’s purchase of Dataforce in February 2004 for $1MM (440 customers)
• Bond’s purchase of eEmpACT in February 2005 for $2.945MM (reported 1000 customers with arguable counting methods)

eEmpACT’s purchase of DF

Dataforce had a huge presence in this industry during the 90’s.  I’d argue they were a dominant player, similar to Caldwell-Spartin in the 80’s.  DF had a then stellar non-integrated DOS system (Matchmaker/Spectrum).  The wheels fell off for 3 reasons:

1)    Tried to outsource development on a Windows version (Star Searcher/Pay Star) that just didn’t work well

2)    Having owners take too much money out of the company for personal use

3)    Competition from solid products including Tempworks (started from a Manpower Franchise in 1993) and eEmpACT (started from a Manpower franchise in 1990)

By the early 2000’s, DataForce was fully in the “Death” stage of a software company.  Briefly, the “Death” stage is where new sales have diminished, new development has been minimized and the focus of the company shifts to solely maintaining the legacy product.  As a competitor, we all had significant sales opportunities with DataForce customers.

Primary exit strategies for software companies in the death stage:

1)    Keep hanging on until there are no customers left to support

2)    Close the doors and allow the customers to continue using the software, unsupported

3)    Sell

When eEmpACT bought DataForce, it really was a new experience for this market.  The $1MM price tag actually seemed like a huge bargain.  In the end – I’m sure it made financial sense, as they continued getting revenue from those customers.  After the purchase, the process of setting deadlines for those companies to move over to eEmpACT began.  On the surface, it would seem that any customer would have been thrilled with an upgrade to the unarguably better system.  What took place, however, was a competitor feeding frenzy and DF clients became breakfast, lunch and dinner.  Competitors were even running ads for free Dataforce conversions.  All of us, not just eEmpACT grew because of that merger.  Arguably, with DF dying anyway – we would have gotten a lot of those customers regardless of the merger.  But – it is important to remember there are only a few main reasons why staffing companies change software systems:

1)    Price:  a significant cost savings for a similar product offering.  This doesn’t happen often.

2)    Service:  a truly errant viewpoint of customer service

3)    Functionality:  if a software company can’t keep up the changes in the industry and technology necessary to help keep staffing firms competitively

4)    Out of Business/Acquisition

The idea with the last one is if a company has to change systems anyway, why not take the time to look at what else is out there?  With regards to the DF acquisition, eEmpACT was charging a medium price (definitely discounted, but not free), and a lot of customers decided to look at what else was out there.  There was no practical benefit to stay with eEmpACT as all of us had done numerous DF conversions anyway.  There was the small benefit that the DF people they still loved – like Tom Stein – were still there.

Bond’s purchase of eEmpACT

The Bond purchase of eEmpACT, in my opinion, was even bigger.  eEmpACT was and is not in the death stage.  In 2004, they had started to turn things around with the purchase of DF.  The owner of eEmpACT, David Fredrickson, had put millions of his own money into the creation of eEmpACT.  In fact, when eEmpACT sold their source code to Peoplesoft, the resulting tax consequence forced the other two original partners of eEmpACT (one of whom is still there) to give their share to David in exchange for David to pay the whole tax consequence.  Anyway – the Bond purchase gave David a way out that he was looking for.  The purchase price ($2.945MM) included the assumption of debt of $1.857MM.

The point, though, was eEmpACT was doing reasonably well.  One of the biggest differences, though, was Bond allowed eEmpACT to continue developing and didn’t force the transition over to their core Adapt product.  To be fair – in my opinion – Bond Adapt is much more suited for very large staffing companies looking for strong Front Office functionality and work flow customization whereas eEmpACT is primarily a good fit for small to mid-size staffing companies.  So, forcing a transition would have been a catastrophe.  To my knowledge, there just weren’t many eEmpACT customers that left because of the merger.

Bond purchasing VCG

Now – to this one.  Bond buying VCG.  Arguably, VCG has the best client base in this industry, as far as what I look for.  I’m not as interested in sheer user counts, but quality of staffing company.  VCG’s revenue for 2009 ($6.9MM) had to mostly be re-occurring revenue.  I have no direct knowledge of this, but I do see the relative lack of new sales.  Their re-occurring revenue number is enormous in this US industry.

VCG followed a similar path to DF in having a stellar DOS product (Tempware-V).  Issues for VCG were:

1)    The new version Pointwing, never really taking off

2)    Outsides investors:  Being heavily invested in by VC’s (last round was $5MM in 2007).  I think decisions were forced to be made because of the financial numbers as opposed to market demands and changes.  Decisions had to be made to accommodate the investors.  During this recession, it wasn’t a time for VCG to dramatically cut back, but the investors required it.  As of today, VCG has dramatically more users than Avionté, but we have as many staff as they did.

What it means to Avionté and the industry

Most of my staff asked me directly what this means to us.  Without giving too much away, hopefully, this transaction is a very positive development for Avionté.   Here are some fundamental truths with acquisitions, no matter the spin

1)    Fewer new sales for VCG:  While we hadn’t run against them much lately, Staff Suite is still a very valid option for staffing companies.  Many staffing companies will not choose Staff Suite simply due to the uncertain future

2)    VCG – little new development.  It’s unlikely there will be any ADDITIONAL development on VCG’s product besides what is already in progress.  I don’t believe Bond will send over 10 new developers to work on the product.

3)    Fewer upgrades to new VCG products:  All software competitors battle against the incumbent system.  Relationships have been established; knowledge of the business and typically it should cost less to upgrade to a new product than purchase a whole new system (both in dollars and time).

4)    Staff:  Subtle point, but there probably will be some turnover of high end, talented employees for fear of the future.  Not only does this slow VCG’s growth but is an opportunity for competitors to pick up talented and trained employees

5)    Relative appearance of the Bond Conglomerate:  Based on the press releases, no staffing company should even consider an alternative system based on the suite of software packages Bond has.  Fundamentally, though, people buy from people and I don’t think companies will buy VCG or eEmpACT simply because they are a part of the Bond Conglomerate.

The question of the day for me, though, is what is the Go-Forward product?  If VCG was doing very well, I don’t see why their investors would have wanted to sell.  If they aren’t doing well – how long will Bond powers, especially being a publically traded company, continue to fully support VCG products? (Aren’t there like 5 of them?)  I see this like GM in a way – their proposition statement is “we don’t care which system you like, just buy one of ours”.

Here is a great question to ask yourself:  IF this was such a great deal for VCG users – and well, Bond in general – why would they announce this AFTER the ASA show?  Wouldn’t you do it before?

So – I truly feel this acquisition will be a great thing for Avionté.  I believe it was also a great sale for VCG’s investors, by the way.