Mergers & Acquisitions in the Engineering/Consulting Industry

Transcription

1 Mergers & Acquisitions in the Engineering/Consulting Industry ASPAC CEO Conference (Sydney) Andrej Avelini, Managing Director, June 20, 2014 Compiled by ; 18 E 48th Street, New York, NY (212)

2 Presentation Outline I. Introduction to & 25 th Annual CEO Conference and Confidential Survey II. M&A Activity Level III. Drivers of M&A in the e/c industry IV. Impact of M&A on the e/c industry V. M&A Valuation Metrics 2

3 I. Introduction, founded in 1990, is a boutique investment banking and financial consulting firm generally regarded as the leading strategic, financial, valuation and M&A advisor exclusively to the architecture, engineering / consulting ( e/c ) and construction industry. Andrej Avelini, Managing Director: With the firm since 1996 Advised on over 100 completed M&A transactions in the e/c industry Presented to the Boards of Directors or senior management teams of over 300 e/c firms; addressed numerous industry conferences Formerly with Salomon Brothers, a major Wall Street investment banking firm. Holds an MBA from Columbia Business School 3

4 Introduction Mergers & Acquisitions Advised 120 completed M&A transactions (~$7 Bil in total consideration) Engaged on over 300 M&A assignments, exclusively in the e/c industry, more than any other firm Financial & Strategic Advice Advised 50%+ of ENR top 250, including 21 of top 25. has 50 retainer clients, another ad-hoc clients annually. Services related to: Strategic Alternatives Internal Ownership Transition Recapitalizations / Financings Strategic Planning Periodic Valuations for private companies Financial Peer Benchmarking Industry Conferences CEO Conference (25 th year): 250+ CEO s from North America, Europe & Australia 44 of ENR top 50, and 81 of top 100 have attended CFO Conference (15 th year): 120+ CFO s HR Executive Conference (5 th year): 90+ HR Executives Rising Leader Conference (2 nd year): 70+ rising leaders of e/c firms 4

5 October 2013 CEO Conference Topics I. Overview Participants, Distributions, Industry Performance, Trends II. Sector Analyses III. CEO Focus Issues: 1. Alternative Delivery 2. Growth vs. Profitability 3. Diversification 4. Project Writedowns 5. Managing Your Overhead 6. Balance Sheet Management 7. OCCP Issues 8. Mergers & Acquisitions ( M&A ) 9. Survival of Fittest 5

6 Participants in the 2013 Survey Gross Revs. * Revs # of ($Bil) ($MM) Firms 2013 > 1 Bil Bil < Total *Primarily Environmental, Transportation, Water/wastewater, Energy, Power and Infrastructure Engineering / Consulting ("e/c") Revenues. For the largest firms we use mostly their engineering/consulting revenues only, but some minimal construction and EPC. 6

7 1 Jacobs (US) 21 Cardno (Australia) 2URS (US) 22 CDM Smith (US) 3SNC Lavalin (Canada) 23 Sweco (Sweden) 4 WorleyParsons (Australia) 24 ERM (US) 5AECOM (US) 25 Aurecon (Australia) 6 CH2M HILL (US) 26 Grontmij (Netherlands) 7 Black & Veatch (US) 27 GHD (Australia) 8Arcadis (Netherlands) 28 ICF (US) 9 Fugro (Netherlands) 29 HNTB (US) 10 Tetra Tech (US) 30 Louis Berger (US) 11 Parsons Brinckerhoff (US/UK) 31 Leidos (US) 12 Stantec (Canada) 32 Coffey (Australia) 13 WSP-Genivar (Canada) 33 Hill (US) 14 HDR (US) 34 SMEC (Australia) 15 Mott MacDonald (UK) 35 Ausenco (Australia) 16 Sinclair Knight Merz (Australia) 36 Hatch Mott MacDonald (US) 17 Golder (Canada) 37 Atkins N.A. (UK) 18 MWH Global (US) 38 TRC (US) 19 Amec E&I (US) 39 IBI Group (Canada) 20 Ramboll (Denmark) 40 Garney (US) Top 40 Participants: Approx. $80 Billion in Gross Rev. Approximately By Revenues (roughly > $500 MM) (HQ in parenthesis; Australian firms in bold) 7

8 Internal Growth Historical Perspective (Medians for 225 firms) 14% 12% 10% 8% 6% 4% 2% 0% 12.9% 11.0% 10.0% 11.0% 11.0% 9.0% 9.0% 7.8% 7.0% 5.8% 6.0% 5.0% 3.0% 7.0% 6.0% 5.0% 5.0% 3.1% 0.0% 18 Year Average ~ 7% Growth Industry? 8

9 Profitability Historical Perspective 13% 12% Median EBIBT/Net Revenues (for 225 firms)* 12.0% 11.8% 11% 10% 9% 8% 7.8% 8.5% 9.9% 9.3% 9.6% 8.8% 9.4% 9.5% 10.5% 11.4% 11.3% 11.2% 11.2% 11.0% 10.4% 10.6% 7% 6% 6.5% Pretty consistent improvement! Why? *EBIBT = Earnings Before Interest, Bonuses and Tax; Net Revenues = Gross Revenues less pass-thrus 9

10 Growth vs. Profitability (3-Year Average ( P) Growth & Profitability relative to the Median) GPA Quadrant Analysis Above > 30% 25% 20% Below "Risk Takers" 37 Profitability (EBIBT/Net Revs) Median Above "Outperformers" 65 Total % 10% Median 5% + Below 0% -5% "Underperformers" "Cash Cows" % -5% 0% 5% 10% 15% 20% 25% > 30% Total = Where is your data point? 10

11 Sample Peer Benchmarking Analysis Growth Analysis for Top 20 Largest E/C Firms TOTAL GROWTH RATES Including Impact of Acquisitions ORGANIC GROWTH RATES Excluding Impact of Acquisitions yr Avg yr Avg % 70.2% 17.2% 18.9% 20.0% 20.0% 20.0% 10.7% % 59.5% 14.9% 16.8% 14.3% 15.0% 14.3% 10.6% % 25.1% 14.3% 13.2% 14.0% 10.0% 9.1% 9.9% % 19.3% 11.8% 11.4% 13.9% 10.0% 7.0% 7.5% % 19.1% 10.1% 10.1% 7.8% 8.8% 7.0% 7.3% % 16.5% 9.1% 9.4% 7.5% 6.7% 5.0% 6.6% % 15.0% 7.3% 7.5% 6.5% 5.0% 5.0% 5.7% % 11.0% 5.6% 7.2% 6.0% 5.0% 5.0% 3.5% % 9.6% 5.0% 7.1% 4.0% 4.5% 5.0% 3.3% % 6.7% 5.0% 6.8% 3.5% 4.0% 4.0% 3.0% % 5.1% 4.7% 5.9% 2.0% 4.0% 4.0% 3.0% % 5.0% 4.0% 5.7% 1.0% 4.0% 3.6% 2.7% % 4.5% 3.9% 4.1% 1.0% 2.0% 3.0% 1.9% % 2.5% 3.0% 2.7% 1.0% 0.0% 3.0% 1.5% % 1.9% 1.9% 2.5% 0.4% 0.0% 3.0% 1.3% % 1.9% 0.0% 2.4% 0.0% -1.0% 2.0% 1.2% % 0.0% -1.7% 1.8% 0.0% -2.0% 0.0% 1.2% % -0.6% -3.1% 1.5% -2.0% -5.0% -2.0% 0.7% % -1.0% -4.0% 0.7% -3.4% -10.8% -3.0% 0.3% % -5.2% -26.7% -6.0% -18.0% -12.1% -5.6% -2.9% Median 9.3% 5.9% 4.8% 6.3% 2.8% 4.0% 4.0% 3.0% ABC Firm High total growth, but low organic/internal growth 11

12 II. M&A Activity Peaking Again (CEO Conference data; 200 firms participating) E 2014P # of Firms Making Acquisitions # of Acquisitions Data Source: 2013 CEO Conference Survey 12

13 100% 80% 60% 40% 20% 0% Who s Making Acquisitions? 2002 % of Firms Making Acquisitions 36% 30% 10% % 57% 60% % % 64% 35% M&A not just done by largest firms Integral part of growth strategy for many firms Revenue Size of Respondents > $1 Bil $100 Mil -$1 Bil < $100 Mil Data Source: 2013 CEO Conference Survey E 2013P

14 III. Drivers of M&A in the E/C Industry 1. Bigger begets Bigger ; Consolidation begets Consolidation (bigger projects / customer decision-making / employee opportunities) 2. Globalization encourages consolidation / International Platform Seekers 3. Proliferation of public & private equity capital 4. Valuation Arbitrage Conservative valuations of employee-owned firms makes them attractive targets 5. Cash surplus and low interest rates (ROI of acq. vs. cash or debt) 6. Diversification encourages consolidation 7. Pursuit of changing hot areas 8. Merger of Equals ( MOE ) / Employee-Owned Super Power ( EOSP ) 9. M&A as a Game Changer 10. M&A Successful Track Record 14 14

15 1. Bigger begets Bigger ; Consolidation begets Consolidation Historical Perspective of Consolidation # of Firms > 1 Bil Bil < Total Revenues ($ Billions) > 1 Bil Bil < Total % of Total Revenues > 1 Bil 21% 35% 55% 70% 77% Bil 34% 35% 26% 18% 13% % 15% 8% 7% 6% % 9% 7% 3% 3% % 4% 2% 2% 1% < 25 5% 3% 2% 1% 1% Total 100% 100% 100% 100% 100% Data Source: CEO Conference Surveys (1995, 2000, 2005, 2010, 2013) 15

16 2. Globalization Encourages Consolidation / International Platform Seekers US-based Firms Expanding Globally & Non-US Firms Entering US through M&A Change in Geographic Revenue Distribution at CEO Conferences U.S. Non-U.S % 40% % 40% % 26% % 20% % 7% Data Source: CEO Conference Surveys (1995, 2000, 2005, 2010, 2013) 16

17 3. Proliferation of Public & Private Equity Capital Trend Towards Public Ownership of e/c Firms By # of Firms By Revenue ($Bil) Type of Ownership Public Private Total Public & Private % Public Firms 9% 12% 41% 58% Private Equity 14 3 Data Source: CEO Conference Surveys (2005 & 2013) 17

18 3. Proliferation of Public & Private Equity Capital Attraction of e/c Industry Growth Track Record (Nominal growth rates) 14% 12% 10% 8% 6% 4% 2% 0% -2% -4% -6% E/C Median World GDP US GDP 20-yr Avgs: E/C: 7.0% World: 5.2% US: 4.5% Higher Growth: 20 yr avg. e/c median firm outperforming US GDP by 50%+, World GDP by 33%+ Consistent: e/c median firm underperformed US GDP in only 4 out of 20 years US & World GDP growth data source: IMF 18

19 3. Proliferation of Public & Private Equity Capital 900 Public Equity Markets: E/C Index* vs. S&P 500 (Through March 31, 2014) E/C ~9.5x since E/C Index e/c industry vs. S&P S&P 500 S&P 500 ~3x since /95 12/96 12/97 12/98 12/99 12/00 12/01 12/02 12/03 12/04 12/05 12/06 12/07 12/08 12/09 12/10 12/11 12/12 12/13 S&P 500 Index E/C Index * The Index is currently made up of 25 Firms: Arcadis, AECOM, Babcock & Wilcox, Baker, CB&I, Ecology & Environment, ENGlobal, Exponent, Fluor, Foster Wheeler, Genivar, Hill Int'l, IBI Group, ICF Int'l, Jacobs, KBR, NV5, SAIC, SNC Lavalin, Stantec, Tetra Tech, TRC, URS, Versar, Willdan. 19

20 4. Valuation Arbitrage E/C Firm Valuation Arbitrage 15 x Median Multiple of EBIT 12 x 9 x 6 x 3 x 11x* 9x* 20 yr avg 5 yr avg 10x 6x Typical Range 5x 3x Typical Range 0 x Public Value *(11x EBIT = 18x P/E (20 yr. Avg.)) (9x EBIT = 15x P/E (current)) M&A Value Traditional Private Firm Internal Ownership Transition (IOT) Value 20

21 4. Valuation Arbitrage Strategic Repercussions IOT Value vs. Perceived M&A Value 100% 90 th Percentile IOT Value as % of "Perceived" M&A Value 90% 80% 70% 60% 50% 40% 30% 20% 10 th Percentile Arbitrage 25 th Percentile Median 75 th Percentile 10% 0% Who can do acquisitions most cost efficiently? Who s most vulnerable to selling out? Who has the easiest time in buying back / recycling retiree shares? 21

22 5. Cash Surplus & Low Interest Rates The Deleveraging of E/C Firms Leverage Multiplier = Total Assets / Equity Leverage Multiplier Industry appears to be Deleveraging over the past decade Perhaps driven by slowdown in economy, and build-up of Cash & Equity Is Cash always King? Is more equity always a good thing? 22

23 5. Cash Surplus & Low Interest Rates What to do with Excess Cash or Debt Capacity? Save, Acquire, Distribute or Buy-Back Stock? Options: 1. Invest in cash: earn 0.5% in the bank 2. Make acquisitions: earn 10% (at 10x EBIT purchase price) 3. Distribute (dividend or bonus) cash to shareholders Can they do more with it than your firm can? 4. Buy-back shares Will reduce equity, hence increase ROE and upside for remaining shareholders (if value of company is based primarily on earnings) (Note: same profit divided by fewer shares increases earnings per share) Each dollar sitting in Cash must be financed with a dollar of Capital (debt or equity) If this cash is earning only 0.5% on the balance sheet, are there better options? 23

24 6. Diversification Encourages Consolidation Diversification (# of CEO votes) Is diversification important? Yes 139 Critical 7 Most important 13 Extremely important 12 Very important 77 Moderately important 20 No 10 How do you define diversification? Services/Business Lines 102 Geography 60 Clients 58 Projects/Contracts 8 Staff 6 93% say diversification is important; 78% at least very important Fastest way to diversify is through acquisitions Data Source: 2011 CEO Conference Survey 24

25 7. Pursuit of Changing Hot Areas Hot & Cold Analysis (by # of Votes) (sorted by 2013 Net Positive ) Best Sector Worst Sector Survey Year: '05 '11 '12 13 '05 '11 '12 13 Energy Water/WW Power Environmental Transport/Infrastructure Private Customer Air Industrial/Commercial Development Healthcare/Pharmaceutical Design/Build P Nat. Resources/Mining CM / PM International Sustainability Remediation Construction Residential/Land Development Buildings Municipal Federal Total: Hot areas change, M&A allows quickest pursuit or exit Data Source: 2005 & 2013 CEO Conference Surveys 25

26 8. Merger of Equals Merger of Equals ( MOE ) Two firms merging primarily through exchange of stock One side not writing a check for the other Can be of firms with roughly equal revenue size, but not necessarily Few examples of significant scale MOE s indicates difficulty of execution (currently pending MOE: GHD-CRA) but, expect to see some MOE s in the next few years Why? A way for smaller/mid-size employee-owned/private firms to become more competitive against mega firms by gaining scale, geographic coverage, diversification of business and ownership without selling out or taking on too much debt (financial leverage) Can multiple MOE s create an Employee-Owned Super Power (EOSP) to rival the mega publically-traded firms 26

27 9. M&A as a Game Changer Impact of Acquisitions on Growth Expected Avg. Annual Growth Over Next 5 years: Organic Growth From Total Percentile Growth + Acquisitions = Growth 90th 15% 10% 25% 75th 10% 5% 15% 50th 7% 3% 10% 25th 5% 2% 7% 10th 5% 0% 5% Data Source: 2013 CEO Conference Survey 90 th Percentile growing 5x greater than 10 th Percentile! Growth firms tend to grow both internally and by acquisitions 27

28 9. M&A as a Game Changer The Impact of Growth on Market Position/ Game Changer 90 th percentile grower vs. 10 th percentile $930MM Revenue Size in $MM % % $160 MM 90th 10th 28

29 10. M&A Track Record Successful Track Record of M&A Success of Acquisitions over last Five Years Ratio of Quite Marginally Disappointing / Quite Success to Rev Size of Buyer # of firms # of Deals Successful Successful Poor Poor > 1B x 250 MM - 1B x 100 MM- 250 MM x 25 MM MM x < 25 MM x Sum % 66% 22% 12% 66% of all deals have been Quite Successful ; Only 12% Disappointing / Poor Bigger firms generally do better Much improved from 10 years ago Data Source: 2011 CEO Conference Survey 29

30 10. M&A Track Record Top 5 Success Factors & Deal Breakers (# of responses) SUCCESS FACTORS (according to CEO's) #1 Cultural Fit #2 Retention of #3 Strategic Fit #4 Integration of #5 Communication / Mgmt / Key Staff new firm Manage Expectations (100) (60) (47) (33) (30) DEAL BREAKERS (according to CFO's) #1 Price #2 Culture #3 Change in #4 Loss of #5 Strategic Fit Seller's Financials Control (42) (24) (9) (2) (2) Cultural Fit far and away most important Price #1 reason a deal falls through, yet not a top reason for Success Data Source: Success Factors from 2011 CEO Conference Survey; Deal Breakers from 2012 CFO Conference Survey) 30

31 IV. M&A Impact on e/c Industry Top 30 ENR firms in 2013 (Highlighted firms not in 1991 s top 30) ENR '13 Rank 1 AECOM 2 URS 3 Jacobs 4 Fluor 5 CH2M Hill 6 AMEC 7 Bechtel 8 Tetra Tech 9 KBR 10 Parsons Brinckerhoff (Balfour Beatty) 11 HDR 12 Arcadis US / RTKL 13 Black & Veatch 14 Parsons 15 Worley Parsons 16 CB&I (Shaw) 17 Wood Group Mustang 18 MWH Global 19 Burns & McDonnell 20 HNTB 21 Gensler 22 CDM Smith 23 Stantec 24 Louis Berger 25 Cardno USA 26 S&B Engineers & Constructors 27 CDI 28 Sargent & Lundy 29 Atkins North America 30 Michael Baker 22 of 30 firms are new What has been their strategy? Very Active M&A: 10 of top of top 30 31

32 V. M&A Valuation Metrics Definition of Key Metrics: Enterprise or Aggregate Value = price paid for seller s equity or assets plus net debt (net debt = debt excess cash). Normalized Sustainable Earnings (EBIT 1 or EBITDA 2 ): adjusted for one time or extraordinary income or expenses; after necessary ongoing bonus, but before owner s bonus/dividends. Run-rate of Earnings (EBIT 1 or EBITDA 2 ): usually a combination of trailing twelve months (TTM) and next twelve months (NTM) period while examining trends over last 3-5 years and considering future growth expectations. Price/Earnings (P/E): key driver of M&A value (independent variable) Price/Revenue (P/R) and Price/Book (P/B) much less important (dependent variables) 1 EBIT = Earnings Before Interest and Taxes 2 EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization 32

33 M&A Valuation Metrics P/E P/R P/B Agg Value / Agg Value / Agg Value / Agg Value / Price 2 / Price 2 / EBIT EBITDA Net Revs Gr. Revs Book Tang. Book Range 1 5.5x x 5x - 10x 0.5x - 2.0x 0.4x - 1.4x 1.8x x 2.0x - Neg Tang Book Key Observation: Substantial differences in valuation multiples within these ranges depending on seller s size, market sector, geography, growth expectations, profit consistency and trend, management quality/age/expected longevity, etc. 1 Range represents the 10 th and 90 th percentiles (i.e. excluding outliers) for ~60 M&A transactions of e/c firms in the last ~3 years. 2 Price = Equity Value = Aggregate Value minus Net Debt 33

34 Bonus Slide (pun intended!) CEO Compensation ($000 s) (Medians) Size Category Cash Long-Term All-In ($MM) Salary Bonus Comp* Comp** > 1B , B < * Long Term Compensation = Current annual compensation value of any significant Stock Bonus, Stock Options, or Other Deferred Compensation, Pension Benefits, etc.) **All-In Comp equals sum of Salary, Cash Bonus, and Long-Term Comp. 34