AMCF Operations & Financial Management Affinity Group Webinar

Transcription

1 AMCF Operations & Financial Management Affinity Group Webinar Audio Login Toll-Free (US & Canada): Access Code: Web Login Meeting URL: xwlbvgicxaj Support: U.S. and Canada: or Access Code: Outlook for M&A Activity in the Management Consulting Industry February 6, 2013 This conference is being recorded.

2 Questions Please type your questions using the chat function and we will address them in the order in which they are received. You can also send questions and queries to:

3 Our Moderator Today John Furth, President & CEO, AMCF

4 AMCF About AMCF The Association of Management Consulting Firms (AMCF) is the global trade organization representing the breadth and diversity of practice within the management consulting industry. AMCF is a vehicle for management consulting firms to speak with a collective voice and promote knowledge exchange and professional standards for the community of management consulting firms around the world. Our mission is to promote an environment which fosters the success of management consulting firms worldwide and the value they deliver to their clients.

5 Notice 7 Mile Advisors appreciates the opportunity to present this information to members of the Association of Management Consulting Firms. This document is meant to be reviewed in conjunction with a presentation to members of the AMCF, and is not authorized for distribution outside of that audience. All data cited in this document was believed to be accurate at the time of authorship and came from publicly available sources. Neither 7 Mile Advisors nor 7M Securities make warranties or representations as to the accuracy or completeness of third party data contained herein. This document should be treated as confidential and for the use of the intended recipient only. Please notify 7 Mile Advisors if it was distributed in error.

6 Our Speaker Today Andy Johnston, CFA - Partner Andy spent over eight years at Accenture where he primarily worked with clients immediately following a strategic acquisition. Seven years ago, he left Accenture to join DPI, a boutique investment bank focused on advising consulting firms on M&A transactions. He later co-founded 7 Mile Advisors to focus on advising consulting firms on buyside, sellside and capital raise transactions. Andy and his colleagues have closed over 25 consulting firm M&A transactions. Recently Andy and his colleagues advised on the sale of Easton Associates to Navigant Consulting, the sale of Exervio Management Consulting and the sale of Nascent to Perficient (NASD:PRFT), and the acquisition by HiSoft (now Pactera (NASD:PACT)) of NouvEON. Andy is a CFA charter holder and holds FINRA Series 7, 63, 79 and 24 licenses. * * * * *

7 Agenda Definition Of The Space 2012 In Review Significant Deals Strategic Rationale Trends Expected to Continue 2013 And Beyond Emerging Trends New Normal Effects of Affordable Care Act To American Firms Future Strategies Moderated Discussion / Questions

9 Companies in Scope In Scope For This Discussion: Technology Consulting Strategy Consulting Finance and Operations Consulting HR Consulting IBM Global Business Services Navigant Consulting Advisory Board Company Huron Consulting Group FTI Consulting Sample Public Comparables Booz Allen Hamilton Holding The Hackett Group ICF International PricewaterhouseCoopers LLP Ernst & Young LLP Booz & Company Inc. Bain & Company Inc. McKinsey & Company, Inc. Sample Private Comparables KPMG LLP Roland Berger Strategy Consultants The Boston Consulting Group, Inc.

11 Navigant/Easton Associates Navigant (NYSE: NCI) announced that it has acquired the business of Easton Associates (Easton), an international consulting firm specializing in product and business strategy for companies in the life sciences industries. The addition of more than 40 Easton professionals creates a team of more than 90 total Navigant professionals focused on services for the intensely competitive and highly regulated life sciences industry. Easton professionals are based in several of Navigant s existing locations including New York, Chicago and London. Founded in 2000, Easton assists clients with business strategy development, opportunity assessment, due diligence, R&D portfolio management, new business planning, new product planning and related issues. The significant expertise of Easton s professionals, many of whom have advanced degrees in medicine and pharmaceutical science, has led to multiple longstanding client relationships with large pharmaceutical firms, specialty pharmaceutical companies, biotech firms and medical and diagnostic device companies. Deal Value Not Disclosed

12 Deloitte/Monitor Deloitte Consulting LLP and DCSH Limited entered into an agreement to acquire Monitor Company Group Limited Partnership from Caltius Capital Management and others for approximately $120 million on November 7, Under the terms, Deloitte Consulting LLP will acquire U.S practice while other units of Deloitte Touche Tohmatsu will take practices outside the U.S. Upon closing of the deal, Monitor s and Deloitte s strategy consulting practices will combine. Offered Exchange Rate Consideration to Shareholders ($ mm) Other Consideration ($ mm) - Total Earnouts ($ mm) Total Rights/Warrants/Options ($ mm) Net Assumed Liabilities ($ mm) - Adjustment Size ($ mm) - Total Net Transaction Value ($ mm) Total Cash & Short Term Investments ($ mm) Total Gross Transaction Value ($ mm) Current/Final Exchange Rate Consideration to Shareholders ($ mm) Other Consideration ($ mm) - Total Earnouts ($ mm) Total Rights/Warrants/Options ($ mm) Net Assumed Liabilities ($ mm) - Adjustment Size ($ mm) - Total Net Transaction Value ($ mm) Total Cash & Short Term Investments ($ mm) Total Gross Transaction Value ($ mm) % Sought 100.0% % Sought/Acquired 100.0% Implied Enterprise Value ($ mm) Implied Equity Value ($ mm) Deal Value Not Disclosed Implied Enterprise Value ($ mm) Implied Equity Value ($ mm) 96.20

13 NTT/Centerstance Nippon Telegraph and Telephone Corporation (TSE:9432) completed the acquisition of Centerstance, Inc. on November 2, Post acquisition, Centerstance will be renamed as NTT Centerstance, Inc. and will remain a wholly owned subsidiary of Nippon Telegraph. Also, Centerstance management team will stay intact under Chief Executive Officer Arne Kainu. It specializes in cloud-enabled business transformation solutions. The company engages in the architecture, design, planning, building, migrating, and running various cloud stacks, including IaaS, PaaS, and SaaS. It offers services in the areas of enterprise performance management, professional services cloud, marketing cloud, custom cloud, service cloud, sales cloud, collaboration cloud integration, and enterprise analytics. NTT Centerstance serves customers ranging from small businesses to Fortune 500 companies. The company was formerly known as Centerstance, Inc. and changed its name to NTT Centerstance Inc. in November NTT Centerstance Inc. was founded in 2001 and is based in Portland, Oregon. Deal Value Not Disclosed

14 InfoSys/Lodestone Infosys Ltd. (BSE:500209) completed the acquisition of Lodestone Management Consultants AG on October 22, Lodestone provides information technology consulting services to financial, pharmaceutical, and consumer goods enterprises. The company specializes in SAP enabled business transformation services. It offers strategy and business process consulting services, which include financial and cost management, and supply chain management; solution definition consulting services that comprise enterprise architecture and solution definition; and solution implementation services, which include program management, SAP implementation, compliance consulting, and remote services. It also provides IT transformation consulting services which includes offshoring advisory, and outsourcing and out-tasking advisory services.

15 Advisory Board/Active Strategy The Advisory Board Company (NasdaqGS:ABCO) acquired ActiveStrategy, Inc. for $15.2 million on October 1, ActiveStrategy, Inc. offers ActiveStrategy Enterprise On- Demand, a software-as-a-service application suite for automating strategic performance management or enterprise strategy execution. The company provides solutions for Baldrige assessments, strategy mapping, balanced scorecard creation and cascading, initiative prioritization and alignment, business review implementation, Lean Six Sigma, process management, and individual goal management. It also offers ActiveStrategy StimulusScorecard, a Web-based service that allows recipients of funds from the American Recovery and Reinvestment Act of 2009 to monitor and manage projects and programs. In addition, the company provides technology-enabled and management consulting services. Deal Values Total Consideration to Shareholders ($ mm) Total Transaction Size ($ mm) Implied Equity Value ($ mm) Implied Enterprise Value ($ mm) Implied Enterprise Value/LTM Revenue Implied Enterprise Value/LTM EBITDA Implied Enterprise Value/LTM EBIT Implied Equity Value/LTM Net Income - Implied Enterprise Value/NTM Revenue - Implied Enterprise Value/NTM EBITDA - Implied Enterprise Value/NTM EBIT - Offer Price/NTM Earnings - Implied Equity Value/Book Value - Offer Price/Forward Book Value

16 KPMG/Secor Group On July 24, 2012, KPMG LLP (KPMG) announced it has acquired SECOR Inc. (SECOR), Canada s largest independent strategic management consulting firm, with offices in Montréal, Toronto, Québec City, and Vancouver. Founded in 1975, and with over 125 employees and 18 partners across the country, SECOR is a cornerstone of the Canadian management consulting market. The firm has shaped the strategy of major Canadian corporations, helping clients identify and evaluate opportunities beyond the scope of current operations, and providing implementation and organizational support during periods of change. KPMG is systematically growing a high quality, high value strategic consulting business in Canada and its global network of firms, said Stephen Jones, CEO, SECOR Inc. SECOR brings strong strategy consulting capabilities to KPMG in Canada, and we will be able to harness the momentum of KPMG s global push into the strategy space. Deal Value Not Disclosed

17 ICF/GHK ICF International Inc. (NasdaqGS: ICFI) acquired GHK Holdings Limited in cash on February 29, The combined firm has offices and a significant presence in Beijing, Hong Kong, Singapore, Bangkok, Manila, and New Delhi. GHK Holdings had revenues of $30 million in The transaction was expected to be earnings neutral to ICF in GHK Holdings Limited, together with its subsidiaries, provides consultancy services to public and private sector clients worldwide. It offers services in the area of public policy, such as biodiversity and ecosystem; consumer policy; corporate advisory; culture, sport, and creative industry; children, young people, and family; crime, justice, and fundamental rights; education, training, and skills; employment, labor markets, and welfare; energy and climate change; enterprise and industry; environment and the green economy; food chain; gender equality and non-discrimination; health and well-being; innovation; local economic development; migration and asylum; place based productivity; place making; regional and rural development; security; social dialogue; and third sector support. Deal Value Not Disclosed

18 Strategic Rationales Intellectual Property Industry Focus Accelerators Oftentimes this is not software, but generally frameworks, methodologies, work product, deliverables and approaches that have proven to be successful Consulting acquisitions are notoriously asset light this is one form of asset that buyers know won t leave post deal Many times a significant answer to the question why don t we just hire this pool of talent instead of acquire a firm? Many times a practice or client vertical is viewed as strategic by a buyer and M&A is emphasized to build out or expand faster than organic means will allow Board is typically making a macroeconomic bet M&A normally an answer to a challenge of scarce resources, or a highly insular vertical which looks for deep industry experience and expertise before considering hiring consulting talent

19 Strategic Rationales Global Technology Non-US Firms are looking to expand into the US after growth in their home countries US-focused Firms seek talent acquisitions and practice area growth in emerging economies Boutique consulting firms are building global presence even at 30 or 40 Full Time Employees size unprecedented expansion China, Japan, South America and Russia to some extent are all generating local companies looking to acquire abroad for the first time at scale Increasingly pure strategy and management consulting firms are getting pulled into technology execution challenges No longer enough to pair up with technology specialists when necessary becoming essential to have technology expertise in house Generally stay at the PMO level in any implementation and focus on strategy, business impact and C-Suite challenges to keep bill rates and margins at target levels

20 Trends Expected to Continue BRIC Focus IP Outsourcing Moving Into Management Consulting Business challenges are the same, clients now have the size and budget to pay for consulting BRIC-Headquartered companies will acquire in Western countries to expand with their clients Accelerators as well as licensing opportunities are becoming vital ways to protect margin Increasingly easy to track and categorize consulting work products as IP Offshore outsourcing organic growth pace has slowed Offshore labor cost advantage slipping China category unto itself. Very unique challenges and opportunities Raises eyebrows if no knowledge repository ever created Pursuing strategy of up-sell / cross-sell

22 Emerging Trends and Predictions Canada Lower Cost Labor vs. U.S. Strategy Can t Survive Alone Affordable Care Act and other tax changes make U.S. payroll and benefits higher markup vs Canada Prolonged client focus on cost cutting makes Strategy Consulting extremely difficult to grow. This will cause Strategy Consulting firms to break with tradition and acquire to achieve growth Canada Tax Credits generally much more favorable and overall tax situation much more predictable Increasingly squeezed out by boutique, niche focus firms with lower rates OR multi-line firms who will lower rates to win additional work. Small to mid-tiers will seek larger parent organizations Education, Travel and Economic Synergies produce well qualified talent pool close enough to majority of U.S. client locations Strategic Consulting firms will seek to acquire complementary skills to provide one stop shopping as well as geographic and industry niche boutiques to present a compelling value

23 Emerging Trends and Predictions Big Data Energy Source of, and cure for, many clients problems. Client leadership is now demanding deeper levels of insight Oil and Gas, Electricity, Natural Resources, Energy Efficiency Global, macro trends that will drive change and generate huge consulting opportunities Technology is reaching the point where implementation and access are not the issue now it s understanding and using data Will require combination of government policy and private company client expertise generally requires acquisitions to marry up skills Consulting firms will need to marry analytics and reporting capabilities with meaningful insight and ability to drive results M&A will target subject matter expertise, local presence in new geographies and client relationships with emerging winners in this space

24 Who Will Be Buying and Why? Big Four : KPMG, Deloitte, PwC, E&Y Audit conflicts are in flux, but should be manageable Emerging as a pure source of advice without outsourcing or software conflicts Organic growth strong, great client footprints, strong cross-sell / up-sell capability Can place a premium on niche expertise and capabilities Offer a Partnership equity and compensation plan Global Technology Service Providers: Accenture, Genpact, Cognizant, TCS, Infosys, IBM Organic growth is stalling out Many clients are now looking for industry and skill focus to differentiate from commodity businesses Cross-sell / up-sell strategy being pursued to capture outsourcing from acquired companies client base and allow the acquired company to continue to focus on their high end consulting Still have access to healthy cash reserve and stock trading high enough to justify meaningful multiples

25 Who Will Be Buying and Why? Private Equity Normally looking to evolve consulting model by adding outsourcing, subscription data plans or other recurring revenue sources Tough to engineer with debt cyclical business model doesn t match up well with lender covenants Some like the investment ideas that consulting firms can spin off / identify for the parent fund Public markets are falling out of favor with some previously listed companies value opportunities for take private transactions Trying to position for sale to a strategic vs. IPO Expect The Unexpected Law Firms across the board struggling to maintain bill rates and headcounts. Consulting can give them an edge and a way to combine services with a compatible business model Investment Banks as restructuring demand pulls back, I-Banks still look for ways to stay in front of clients with exceptional ideas. Global Banks are still fraught with risk expanding via new service lines vs. balance sheet may be more attractive Emerging Buyers in Brazil, Mexico, Russia, Canada, Australia and Argentina

27 Please visit for more info 7MA publishes sectorwatch, a review of M&A and operational trends in the industries we focus: Management Consulting Outsourcing IT Consulting Staffing Engineering Industry and Technology Vertical Focused Reports dashboard summary metrics on the sector, with commentary on market momentum by comparing the most recent 12-month performance against the last 3-year averages public basket performance summary valuation and operating metrics for a basket of comparable public companies valuation comparison a more graphical, detailed comparison of valuation multiples for the public basket who is buying ranking of the most active buyers in the sector based on announced deal size and # of deals during the trailing twelve months recent deals we detail the most recently announced sector deals

28 Contact Information Andy Johnston, CFA - Partner Office: [email protected] Website (research available online): Please me if you d like additional transaction or market information or would just like to setup a time to talk. The transactions reviewed in this presentation represent a subset of approximately 50 transactions we tracked in the management consulting vertical in A summary of all transactions and, in some cases, additional transaction structure and value detail can be made available.