OGCA Construction Symposium IX. Understanding Business Valuations in the Construction Industry

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1 OGCA Construction Symposium IX Understanding Business Valuations in the Construction Industry April 10, 2015

2 Table of Contents I. Introduction II. III. IV. Case Studies Valuation Theory How to Maximize the Value and the Price for your Construction Company V. Richter Our Firm and Approach VI. VII. Curriculum Vitaes Appendix A Valuation Approaches Strictly Private & Confidential 1

3 Introduction Strictly Private & Confidential

4 Introduction Definition of Construction Companies a business enterprise concerned with the building and development of infrastructure of all kinds Includes wide range from general contractors to large publicly traded construction companies Approach: Overview of publicly disclosed information, trading multiples, precedent transactions Case Studies past mergers and acquisitions in the industry Application to private companies Strictly Private & Confidential 3

5 Valuation Issues in the Construction Industry Market / Economic Overview A dampened economy (like late 2008) will weaken a company s valuation. Construction industry was unique - large public companies experienced increase in forward valuations when governments increased stimulus. Value is at a point in time. Values change over time. Total Enterprise Value Total Enterprise / LTM EBITDA 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1, x 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 2008: Q3 Liquidity Crisis 2008: Q3 Liquidity Crisis Canada US Source: As per Capital IQ SIC Codes: 1542, 1629, 1794, 1796, 1799 Source: As per Capital IQ SIC Codes: 1542, 1629, 1794, 1796, 1799 Canada US Strictly Private & Confidential 4

6 Construction & Engineering M&A in North America Total Disclosed Deal Value ($millions) 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2, : Q3 Liquidity Crisis Number of Transactions Often we look to public company valuations for direction. Transactions decreased dramatically after the 2008 Liquidity Crisis but have returned to prerecession levels. Little disclosure regarding deal value and metrics. Source: As Per CapitalIQ SIC Codes: 1542, 1629, 1794, 1796, 1799 Total disclosed deal value Number of transactions Transactions with deal value Strictly Private & Confidential 5

7 Disclosed Transaction Multiples Transaction Closed Date Buyer Target Implied EV/EBITDA Top 5 01/16/2008 Broadwind Energy, Inc. Broadwind Services, LLC 197.4x 07/01/2010 Willbros Group Inc. InfrastruX Group, LLC 54.0x 09/13/2010 J.P. Morgan Asset Management, Inc.; Water Asset Management, LLC SouthWest Water Company 38.2x 10/03/2011 Michael Baker Corporation RBF Consulting, Inc. 33.6x 04/29/2008 Platinum Energy Resources Inc. Maverick Engineering, Inc. 33.2x Bottom 5 10/19/2007 MISCOR Group Ltd. Ideal Consolidated, Inc. 1.6x 05/11/2007 Hill International, Inc. KJM & Associates, Ltd. 1.3x 10/01/2009 Quanta Services, Inc. Price Gregory Services, Incorporated 1.0x 08/15/2008 Energy Services of America Corporation S T Pipeline, Inc. 0.8x 02/02/2009 Seacliff Construction Corp. Canem Systems Ltd. 0.5x Source: as per Capital IQ. SIC Codes: 1542, 1629, 1794, 1796, 1799 M&A Transactions in North America Average of 81 disclosed transactions over past three years is 11.8x. From 2012 to present, average multiple was 7.75x. 61 of 81 transactions fell within a range of multiples of 0.0x to 10.0x. Number of Transactions Transaction Multiple Frequency January 1, 2012 to December 31, Source: As Per CapitalIQ Total Enterprise Value/EBITDA SIC Codes: 1542, 1629, 1794, 1796, 1799 Strictly Private & Confidential 6

8 Public Company Trading Multiples Comparable Company Analysis - as at December 31, 2014 Total Total Enterprise Company Enterprise Value / Value $millions of reported currency Sales EBITDA Canada SNC-Lavalin Group Inc. 5, x 10.2x WSP Global Inc. 2, x nmf Badger Daylighting Ltd x 10.1x Aecon Group Inc x 9.3x Bird Construction Inc x 6.7x Stuart Olson Inc x 6.9x Average 1.0x 8.6x United States Fluor Corporation 8, x 6.0x Quanta Services, Inc. 6, x 8.9x Jacobs Engineering Group Inc. 5, x 7.5x AECOM 9, x 16.3x EMCOR Group Inc. 2, x 7.9x MasTec, Inc. 2, x 7.3x Primoris Services Corporation 1, x 7.8x Tutor Perini Corporation 1, x 6.4x Granite Construction Incorporated 1, x 11.5x The valuation of public companies is very different than those of private companies. What are the major differences in public versus private company valuation in the construction industry? Would someone pay an 8.0x to 10.0x EBITDA multiple for your company? Source: as per Capital IQ. Average 0.6x 8.9x SIC Codes: 1542, 1629, 1794, 1796, 1799 Strictly Private & Confidential 7

9 Case Studies URS Corp s Acquisition of Flint Energy SNC-Lavalin s Acquisition of Kentz Corporation AECOM s Acquisition of URS Corp Strictly Private & Confidential

10 Case Studies URS Acquisition of Flint Highlights of the Friendly Acquisition: In February 2012, URS Corporation agreed to acquire Flint Energy Services Ltd. for an enterprise value of approximately C$1.2 billion, including C$279 million in debt. The acquisition price was C$25.00/share which represented a 68% premium to its previous day closing price (C$14.90/share). Implied Trailing EV/EBITDA of approximately 11.0x. About URS Corporation Leading provider of engineering, construction and technical services for public agencies and private sector companies, world-wide. Provides services for power, infrastructure, industrial and commercial, and federal projects and programs. Has more than,000 employees in over 40 countries. About Flint Energy Services Ltd. Leading service company providing an expanding range of integrated products and services for the oil and gas industry including: production services; infrastructure construction; oilfield transportation; and maintenance services. Has approximately 10,000 employees in 80 strategic locations in Western North America, and is a preferred provider in Alberta's oil sands sector. Strictly Private & Confidential 9

11 Case Studies URS Acquisition of Flint URS Press Release, February 20, 2012 Expanding our presence in the oil and gas sector has been a longstanding strategic priority for URS. Flint is one of North America s leading with many long-duration construction contracts and multi-year maintenance agreements. Through this combination, URS will be well positioned in segments of the oil and gas industry that we expect to have attractive margins and growth rates. In addition, by joining with URS, Flint will be able to offer its base of multinational clients the full range of engineering, procurement and construction management services through URS existing operations. Having access to URS pool of talented and experienced construction managers will allow Flint to oversee more projects simultaneously and drive revenue growth. We expect this transaction will build significant long-term value for our stockholders. Flint offers a diversified, full cycle of services, has limited exposure to fixed price contracts and derives its earnings entirely from operations in the stable North American region. [W]e expect to achieve pre-tax cost synergies of US$10-$15 million in 2012, with additional savings expected in the following years as we benefit from economies of scale. Strictly Private & Confidential 10

12 Case Studies SNC s Acquisition of Kentz Highlights of the Friendly Acquisition: In June 2014, SNC-Lavalin Group Inc. agreed to acquire Kentz Corporation Limited for an enterprise value of approximately C$1.8 billion, plus C$244 million in net cash. The acquisition price was C$17.13/share which represented a 33% premium to its previous day closing price (C$12.88/share). Implied Trailing EV/EBITDA of approximately 13.7x. About SNC-Lavalin Group Inc. One of the leading engineering and construction groups in the world, and a major player in the ownership of infrastructure and in the provision of operations and maintenance services. Has offices across Canada and in over 40 other countries around the world. About Kentz Corporation Limited A global engineering specialist solutions provider, which serves a blue chip client base primarily in the oil & gas, petrochemical and mining and metals sectors. Has over 14,500 employees in 36 countries. Three main business lines are: Engineering and Projects, Construction, and Technical Support Services. Strictly Private & Confidential 11

13 Case Studies SNC s Acquisition of Kentz SNC Press Release, June 23, 2014 The proposed acquisition of Kentz is fully aligned with SNC-Lavalin s strategy of becoming a global Tier-1 engineering and construction (E&C) services firm. The addition of Kentz s capabilities will make SNC-Lavalin a leading global E&C player in the oil & gas sector, with a greater presence in key growth regions, including the Middle East, North America and Asia Pacific, with a significant presence in Australia. The acquisition also meets the strategic priority of balancing the Company s risk profile by significantly raising the percentage of revenues it derives from services. The transaction is expected to deliver strong financial benefits, including estimated annual cost synergies of approximately C$50 million by the end of the first full financial year after closing. Significantly increases SNC-Lavalin s exposure in the higher margin oil & gas sector, and is expected to raise the percentage of its annual revenue derived from oil & gas services from 7% to approximately 24%. Combined company will draw from SNC-Lavalin s expertise (in front-end design and engineering) and Kentz s expertise (in construction management, commissioning and asset management) to increase the breadth of services offered to clients. The acquisition is expected to create greater balance in SNC-Lavalin s overall risk profile by raising the expected portion of annual revenues the Company derives from services contracts from 34% to approximately 40%. The acquisition is expected to increase SNC-Lavalin s access to a blue-chip client base. Strictly Private & Confidential 12

14 Case Studies AECOM S Acquisition of URS Highlights of the Friendly Acquisition In October 2014, AECOM Technology Corporation agreed to acquire URS Corporation for an enterprise value of approximately US$6 billion, including C$279 million in debt. The acquisition price was US$56.31/share which represented a 19% premium to its previous 30-day average closing price to July 11, Implied Trailing EV/EBITDA of approximately 7.3x. About AECOM Technology Corporation Provides professional technical and management support services for public and private clients worldwide. Offers planning, consulting, architectural and engineering design, and program and construction management services for a range of projects, including highways, airports, bridges, mass transit systems, government and commercial buildings, water and wastewater facilities, and power transmission and distribution. About URS Corporation A leading provider of engineering, construction and technical services for public agencies and private sector companies around the world. Provides services for power, infrastructure, industrial and commercial, and federal projects and programs. Has more than,000 employees in more than 40 countries. Strictly Private & Confidential 13

15 Case Studies AECOM S Acquisition of URS URS Press Release, October 17, 2014 The combination of AECOM and URS dramatically accelerates our strategy of creating an integrated delivery platform with superior capabilities to design, build, finance and operate infrastructure assets around the world. The acquisition further diversifies and broadens AECOM's market presence, as URS brings strong sector expertise in important end markets, including oil & gas, power and government services. URS also adds to AECOM s construction capabilities, deepening a core competency that AECOM will be able to leverage across its global platform. During the past three months, as we have advanced our integration planning efforts, my belief that AECOM and URS had highly complementary operations and cultures has been solidly confirmed. Our leaders have collaborated to develop a comprehensive integration plan that will leverage our greater scale across our global platform. We are confident that we will achieve our target of US$250 million in annual cost synergies. Strictly Private & Confidential 14

16 Case Studies What justified the acquisition premiums? Strategic initiative by a special interest purchaser; Synergies (revenues and costs) for both the acquirer and acquired; Will provide both companies with cross-selling opportunities; Services are complementary and not competitive (i.e., no overlap); Provides acquirer with immediate access and footprint in a market not previously available (i.e., Canadian oil sands); Decreasing risk profiles by increasing the diversification of service offerings and geographic diversification; Increase profitability and growth Strictly Private & Confidential 15

17 Valuation Theory Strictly Private & Confidential

18 Business Valuation Common Terminology What is Value? The present value of future cash flows; Assessment of the future cash flows; Assessment of the risk of realizing those future cash flows. Fair Market Value Highest price available in an open and unrestricted market between informed, prudent parties acting at arm s length under no compulsion to act, expressed in terms of money or money s worth. Notional value. Fair Value Generally the same as fair market value but no discount or premium for a minority position. Often used in oppression or dissent remedies. Strictly Private & Confidential 17

19 Business Valuation Common Terminology, cont. Net Book Value Stated value of the assets and liabilities on the financial statements. Special consideration to the fair market value of land, buildings, and equipment needs to be considered. Market Capitalization The total dollar value of all of a company's outstanding shares multiplied by the market price. Enterprise Value Price The total value of the business, including both its interest bearing debt and equity components. The consideration paid in a negotiated open market transaction involving the purchase and sale of an asset. Strictly Private & Confidential 18

20 Strictly Private & Confidential 19

21 Business Valuation Price versus Value The actual price at which a sale takes place may be higher or lower than a notional value due to many factors, including: Different purchasers and sellers' negotiating strengths; Differences in the risk assessment of the business; Compulsion to sell (i.e., need to retire, desire to exit the competition, etc.) Structure of the transaction (i.e., cash, shares, VTBs, earn outs or combination); Buyer-specific synergies and special purchasers; Non-economic considerations (i.e., emotional considerations); and, Number of buyers at the table. Strictly Private & Confidential 20

22 Valuation Theory Determining a Valuation Approach Forced Liquidation Orderly Liquidation Discounted Cash Flow Liquidation Methods Is the Company a Going Concern? Asset Approach Capitalized Earnings / Capitalized Cash Flow Going Concern Methods Income Approach Public Company Multiples Corroborated by Rules of Thumb Approaches most often used in valuing companies in the construction industry Market Approach Precedent Transactions Strictly Private & Confidential 21

23 Business Valuation Levels of Value When approaching valuation, know what level of value you are considering. - Private Company - Owner-managed Minority Discount (Control Premium) Synergies (Strategic Buyer) Acquisition Premium Marketability Discount Non-Marketable Minority (Private Shares) Marketable Minority (Public Shares) Control Value (en bloc) "Standalone Value" Synergistic Value (Strategic Buyer) Strictly Private & Confidential 22

24 Business Valuation Levels of Value Marketability / Liquidity Discount Public companies with high trading volumes can offer shareholders immediate liquidity on open market, at or close to share price. In contrast, privately held companies may experience delays in securing a buyer, resulting in discount to the en bloc market value. Ex: a publicly traded share can be traded within minutes, whereas, a privately held company can take years to find a willing buyer. Minority Discount Publicly traded shares represent minority ownership; accordingly, a premium is often added to a public company s en bloc value of their shares to represent the control of the company. In contrast, a minority shareholder may suffer a discount from their pro rata portion of en bloc value to reflect certain disadvantages. Strictly Private & Confidential 23

25 How to Maximize the Value and the Price for Your Construction Company Strictly Private & Confidential

26 Valuation Issues in the Construction Industry Personal versus Commercial Goodwill Personal goodwill arises from an individual s particular abilities, personal characteristics, good name and reputation which is not transferable by a contract or otherwise. A businesses reliance on owner managers and/or key personnel for its operations is not transferable. Commercial goodwill arises when the Value of the company is greater than its net assets. Commercial goodwill accrues to a business by virtue of its products, services offered, location and other features that are not dependent upon, or particular to, individual employees. Personal goodwill is not transferrable. Commercial goodwill is transferable, meaning that an acquirer is willing to pay for it. Strictly Private & Confidential 25

27 Valuation Issues in the Construction Industry What can an owner do to translate personal goodwill into commercial goodwill? Examples of commercial goodwill are brand names (i.e. Coca Cola), proprietary technology, contracts, customer lists, patents, trademarks. Build brand recognition and reputation of quality product and service instead of individual reputation. Build a team to develop and maintain relationships, shifting the focus away from the individual. Build breadth of expertise in employees which decreases dependence on key personnel. Strictly Private & Confidential 26

28 Valuation Issues in the Construction Industry Acquisition Synergies A strategic buyer/special interest purchaser may be willing to pay a premium for a company that would offer certain synergies. The premium would exceed FMV. Buyer believes they can realize certain synergies or strategic advantages by combining the acquired business with its own. This may be realized from an increase in discretionary cash flow or a reduction in risk (or a combination thereof). Synergies often arise when there are cost reductions, often achieved through better access to financing, sharing of resources, elimination of redundancies in the workforce etc. Strictly Private & Confidential 27

29 Valuation Issues in the Construction Industry Reputation and Depth of Management Experienced management with strong bench strength can increase shareholder value. Example: a recent BMO Analyst report for WSP Global (TSX: WSP) cited: It is clear to us that WSP, through its acquisitions, has added depth to its leadership ranks and in a very short period of time made a major transition from regional player to a company that is more international both in mindset and capabilities. (Source: BMO Analyst Report, June 23, 2014) Strictly Private & Confidential 28

30 Valuation Issues in the Construction Industry Reduction of Risk Generally, the more geographically based the revenue streams are, the more insulated the company is from swings in the economy. Geographical diversity in revenues can stabilize revenue streams and profitability and increase value as cash flows are less volatile. Various service offerings can create synergies and cross selling opportunities amongst client base. Multiple service offerings (upstream, downstream) will also insulate the company from cyclical swings in various service lines. Strictly Private & Confidential 29

31 Valuation Issues in the Construction Industry No-Bid versus Bid Work If the company often secures contracts under no-bid contracts, it is highly likely that they are able to earn a premium for their services as a result of their unique position in the market. This ultimately will result in a premium value as compared to their industry peers (i.e. commodity versus premium product). Strictly Private & Confidential 30

32 Valuation Issues in the Construction Industry Client Base & Contracts Sophisticated, corporate client base may offer a premium value versus those clients that engage the company on small engagements which are often short term in nature. Backlog Backlog provides a greater assurance of future revenue. Higher backlogs increase value. Companies with a low backlog may accept engagements with lower margins in the hopes of covering overhead, whereas, companies with high backlog can demand a pricing premium. Strictly Private & Confidential 31

33 Key Takeaways to Maximize Value Recognize that Value is specific to a point in time Value = Cash Flow + Risk Price can differ from Value. Consider market and external factors. Deep and strong management team Cannot be a one man show get the right people on the bus. Create proprietary products, technology and brand value This will help drive commercial goodwill. Diversify your customer base Do not put all your eggs in one basket. Contractually recurring revenue Minimizes swings in profitability. Strictly Private & Confidential 32

34 Strictly Private & Confidential 33

35 Questions? Strictly Private & Confidential 34

36 Richter Our Firm and Approach Strictly Private & Confidential

37 Firm Overview Richter, founded in 1926, is a full-service business advisory firm with offices in Montreal, Toronto and Chicago. Today, with 64 partners and over 500 employees, Richter is one of the leading independent accounting, business advisory and consulting firms focusing on the mid-market and entrepreneurs. Transaction Advisory Our firm s financial advisory division, provides a wide range of services to our consulting clients, with a multi-disciplinary group of 20 partners and in excess of 80 dedicated professionals. We work closely with companies, entrepreneurs, private equity firms, financial institutions and other stakeholders to formulate strategic and practical advice in a timely manner. Corporate Finance Business Assessment Full Range of Business Advisory Services Business Valuation Tax Diligence/ Structuring Having led many complex engagements, both in Canada and USA, in a variety of industries including Real Estate and Construction, Retail, Consumer, Manufacturing, Distribution, Services, Media and Entertainment, we have earned a reputation for innovation and excellence. Financial Reorganization/ Profitability Improvement 36

38 Our Firm 63 Partners over 500 professionals/personnel Audit/Assurance Tax Consulting Family Office Over 160 professionals Over 100 professionals Over 100 professionals 10 professionals Audit and review engagements Internal audit and risk management IT and security Governance and management advisory Financial reporting and conversation to IFRS or GAAP for private companies Small business accounting Canadian, U.S. and international taxation Research and development Transfer pricing Commodity taxes Cross-border services Estates and trusts Personal income taxes Government assistance Transaction Advisory (Sell and buy-side) Business valuations Corporate financing Financial reorganizations Performance improvement Viability assessments Business integration Forensic accounting and financial litigation assistance U.S. consulting We work closely with our clients and their professional representatives to ascertain investment objectives, financial needs and the risk tolerance of the individual or family. Support Services Over

39 Selected Institutional Clients 38

40 Our Approach We gain a comprehensive understanding of the business underlying financial and operating information along with strategic considerations, prior to formulating solutions; We take a pragmatic approach to problems and propose viable alternatives, following up to ensure that decisions are properly implemented; We focus on providing value-added service in a timely and cost-effective manner; We understand our clients' concerns and maintain strict standards of confidentiality; We only accept engagements within our expertise and subject to availability of the appropriate professionals; We ensure that all our engagements are actively managed by one or more of our experienced partners. Strictly Private & Confidential 39

41 Curriculum Vitaes Strictly Private & Confidential

42 Our Team Vimal Kotecha, MBA, CPA, CA, CBV Partner For over 20 years, Vimal has practiced exclusively in the areas of business valuations and the quantification of economic damages. In this capacity, he has served as a trusted advisor to legal counsel, board of directors, CEO/CFO s, shareholders of private and public companies, regulatory bodies and various levels of government. Vimal s experience spans across a range of industries including: construction and real estate, technology, aerospace, manufacturing, financial services (including derivative products), infrastructure assets, retail and wholesale operations, natural resources, oil and gas enterprises, mining ventures, hydro facilities, food services, and pharmaceutical. Richter Advisory Group Inc. Bay Wellington Tower 181 Bay Street, Suite 3320 Toronto, ON M5J 2T3 T Vimal has completed valuations for tax purposes, mergers, acquisitions and divestitures, shareholder disputes, financial reporting matters, OSC MI (formerly ) valuations and fairness opinions and quantified economic damages in domestic litigation & international arbitrations. He was elected by his peers to represent them as a Director of the CICBV (2007 to 2010) and has held various positions on Committees in the CICBV. Strictly Private & Confidential 41

43 Our Team Joel Baker, CPA, CA Partner As a partner at Richter, Joel Baker has become a trusted advisor and business coach to many entrepreneurial clients over the past 35 years. His collaborative yet candid approach has proven to be invaluable in helping his clients achieve their full potential as entrepreneurs, while minimizing their taxes and protecting their assets. Prior to joining Richter, Joel was a founding partner at SBLR Chartered Accountants, a mid-sized accounting firm based in Toronto. Richter LLP 2345 Yonge St., Suite 300 Toronto, ON M4P 2E5 Joel provides assurance, accounting, strategic tax planning and business advisory services to clients across a variety of industries, with particular expertise in the construction and real estate sector, as well as professional service practices. Joel has published and presented to various construction and contractor industry associations and represents Richter through his involvement in the Toronto Construction Association as a member of the Board of Directors and several committees. T x.223 Strictly Private & Confidential 42

44 Appendix A Valuation Approaches Strictly Private & Confidential

45 Valuation Theory Asset Approach What is Adjusted Book Value? All assets and liabilities restated to their market values Generally applicable for: Investment holding companies with no earnings from operations; Real estate operations; Earnings of the business are attributable to personal goodwill. Strictly Private & Confidential 44

46 Valuation Theory Discounted Cash Flow ( DCF ) What is Discounted Cash Flow? Involves: Forecasting the anticipated future cash flows; Converting these cash flows to a capital sum at present value using a discount rate that reflects the risks inherent in the forecasts and rates of return on alternative investments; Where the subject entity is expect to (a) operate beyond the forecast period; or (b) terminate operations, then a terminal value or salvage value must be included in the cash flow forecast. Generally applicable for: Subject entity has a finite life; The prospective financial results are expected to fluctuate or increase/decrease at varying annual rates. Strictly Private & Confidential 45

47 Valuation Theory Capitalized Earnings / Cash Flow What is a Capitalized Earnings / Capitalized Cash Flow? Determines fair market value based on a maintainable level of earnings or cash flow, capitalized by an appropriate multiple selected with reference to the risks of achieving the maintainable level. Generally applicable for: Operating business where value is a function of the entity s ability to generate earnings or cash flow; Future earnings expected to be flat or grow at a reasonably steady rate, typically assessed with reference to historical financial performance. Cash flow approach is preferred when depreciation does not reflect the anticipated future capital expenditures. Strictly Private & Confidential 46

48 Valuation Theory Normalized Earnings / Cash Flows What are Normalized Earnings / Cash Flows? Those expected to be earned on a prospective basis. Assumptions need to be consistent with the purpose of the calculation. Typical adjustments to historical include: Owner/management compensation; Non-recurring items; Non-market value for services rendered; Expected growth. Strictly Private & Confidential

49 Valuation Theory Discount Rate What is the Discount Rate? A rate of return used to convert a series of anticipated earnings or cash flows to a present value. Rate of return investor requires to take on the risk of investment now for future cash flows. The discount rate is comprised of a risk free rate and a risk premium: Risk free rate (i.e. the time value of money) is the rate associated with government bonds. The risk premium reflects the risks inherent in the forecasts and rates of return on alternative investments. Strictly Private & Confidential 48

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