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2014 M&A Outlook – Where are the Future A/E Leaders?

febquoteA number of years ago, we represented a mid-sized, highly regarded environmental consulting firm.  Despite the full impact of the recession at the time, the company was growing, profitable, and had a surging backlog of new opportunities.  The group had a great culture and a clearly defined program for transferring shares internally.  In fact, the ratio of shareholders to employees was an extensive 1:3.  Why did they sell?

No one was willing to step up from a leadership perspective.

The president sighed as he admitted to me that while his passionate younger staff loved the scientific challenges of solving complex environmental and water issues, not one of them had either the acumen or the passion to assume an executive role.  No one was interested in reading a balance sheet, dealing with mundane yet critical administrative matters, working with a bank or insurance agency, or setting the organization’s course for the next 10+ years.  A sober, yet revealing scenario.

Over the past few months alone, I have heard the following statements from A/E leaders of various disciplines and sizes:

“We have great project managers and technical staff, but as I look around here no one really has that fire in the belly to take over my spot.”

“I was hoping to retire next year, but am going to have to extend that indefinitely until we see if Tim is up to the task. If not, we’ll be looking to sell.”

“After I couldn’t convince Tracy to take the President spot, I may have to consider an outsider, which is something we’ve never tried before.” 

Sound familiar?  Over the last few years, this has become a growing refrain from presidents and principals seeking a firm merger or sale.  Traditionally it’s the ownership transition dilemma: the difficulty in effectively moving blocks of stock from one generation to the next, that forces owners into the arms of a larger suitor.  Only a small firm problem you say?  Nope.  You’d be surprised at the scarcity of future leadership talent at some ENR 500 firms, many of which are reliant (to the point of paralysis!) on the decisions of one or two senior people for making the organization function.

That being said, please know we are fully aware that our industry has tens of thousands of smart, ambitious, and influential young people and future leaders who will be moving A/E firms into the 21st century.  We interact with them on client engagements and at industry events, and always come away very impressed.  Many firms today have mentoring and coaching programs in place to nurture their junior team members, and while it’s convenient to make generational stereotypes with challenges like this, the good news is that more organizations are becoming pro-active in identifying and cultivating their leadership ranks.

The basic predicament for the industry, however, is the dual problem of leadership quantity and quality.

We should all be familiar with the quantity dilemma by now.  In short, there are too many A/E firms led by too many baby boomer partners and owners (born between 1946 and 1964) and not enough Generation X staffers (born between 1965 and 1983) coming behind them.  To make matters worse, the internet boom of the 1990s convinced many engineering majors to instead pursue IT career paths, similar to how the recent building bust has discouraged thousands from studying architecture today.  So while the intent to pass the torch internally might be there, oftentimes the math is difficult to make work.  A/E firms a generation ago could select from 8 to 10 eager “up and comers” for the top slot; now many only have 1 or 2 choices, if any.

The other issue is one of quality, or at least perceptions of it.  It’s common that today’s A/E leaders, often first generation owners in particular, can be quick to offer a list of limiting factors (lack of work ethic, appetite for risk, or the desire to lead) as to why no one individual is ready to lead their firm.  Maybe those reasons are legitimate and maybe not, but for founders there could also be underlying issues of control, ego, enjoyment of work/purpose, or a general fear of implementing change, that need to be confronted.  Too often a response from young professionals is that they indeed have the aspirations and talents to lead, if only those above them would train, develop, and groom them.  It’s a double-edged sword argument we hear all too often.

So, in the long-run, how will the potential lack of effective leadership succession influence future M&A activity and tactics?  Three thoughts:

  1. It could accelerate it. Simply add this challenge to the growing list of reasons A/E owners are deciding to sell (for purposes such as maximizing shareholder value, removing professional and personal liabilities, diversifying financial holdings, as well as concerns over health and personal/family reasons, or an increasing higher tax and regulatory climate, etc.).  Time to take the firm out to market.
  2. It could soften it.  Unless it’s a “body shop” transaction, buyers typically want an organization with some number of promising individuals who can motivate others, sell work, participate at the strategic level, and contribute to the long-term direction of their firm.  Candidly, they don’t necessarily want all “top-heavy” aged leaders whose best days are behind them.  Lack of bench strength in any type of professional services firm, big or small, can turn off suitors.
  3. In the context of cutting a deal, key owners without budding leaders may have to accept lower valuations, lengthier or more stringent employment agreements, carve-out deal proceeds to key non-owners, or allow junior members to participate in earnout arrangements.

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After a lethargic year of industry deal making in 2013, we remain cautiously optimistic for a better 2014.  Design and construction activity are steadily rebounding – evidenced by an improved AIA billings index, E&C stock prices, and overall construction spending (at a 5-year high!).  Anecdotally, our recent discussions with a wide number of U.S. and international leaders of all disciplines have most gearing up for growth and eager to accelerate their presence and scale through M&A (see AMEC’s recent announcement to acquire Foster Wheeler for $3.2 billion which could portend more large scale, “transformational” combinations).  Private equity firms continue to express interest in our sector, either with “platform” opportunities or bolt-on deals.  As with any transaction, careful planning, managing expectations, and focused execution are more than half the battle!

At Rusk O’Brien Gido + Partners, we possess strong relationships and years of experience navigating A/E and environmental buyers and sellers through the M&A process and towards winning combinations. Whether you are seeking to grow through acquisitions or by evaluating your firm’s strategic and ownership alternatives, please contact us as to how we can help your organization.

New Study Reveals What People REALLY Pay for A/E Firm Stock

If you were interested in buying a house, and the seller told you it was worth $1 million, would you take their word for it and write them a check. I certainly hope not. Ideally, you’d want to see an appraisal. At the very least you’d want to do some research to see what similar homes had actually sold for—what appraisers refer to as “comparable sales.”

Transacting stock in a privately held A/E or environmental consulting firm should be no different. As business appraisers and financial advisers, we make our living helping owners establish the value of their businesses, and transact stock either internally (to other employee-managers) or externally (through a strategic merger or acquisition). But we also realize that not every situation requires a full independent business appraisal. Sometimes all a business owner or a potential investor needs is some independent data on “comparable sales.”

While there are surveys of how firms in the industry value themselves and the formulas they use to do so, there has never been an in-depth study of actual transactions of stock between willing buyers and willing sellers in the A/E industry, UNTIL NOW.

Over the last six months we have been conducting a confidential survey of firms in the architecture, engineering and environmental consulting industry, as well as researching stock transactions in the public realm. The result is the 2014 A/E Business Valuation and M&A Transactions Study.

What makes this study unique is that we have incorporated ONLY data from actual transactions where consideration (cash, notes, earn-outs, etc.) has changed hands between willing buyers and willing sellers. The study examined data from over 200 distinct stock transactions collected via a confidential online survey. We have supplemented this with data collected from publicly available sources. All data was analyzed and compiled by accredited business appraisers with decades of experience valuing privately held A/E firms. The result is the most comprehensive and reliable study on business valuation ever published for the A/E and environmental consulting industries.

Among other information, the study provides statistical data on the following valuation ratios or “multiples.”

  • Enterprise Value / Gross Revenue
  • Enterprise Value / Net Service Revenue
  • Enterprise Value / Pre-bonus EBIT (earnings before interest & taxes)
  • Enterprise Value / Pre-Owners’ Bonus EBIT
  • Enterprise Value / Pre-bonus EBITDA (earnings before interest, taxes, depreciation & amortization)
  • Enterprise Value / Pre-Owners’ Bonus EBITDA
  • Enterprise Value / Number of Employees (full-time equivalent)
  • Equity Value / Pre-Tax, Pre-Bonus Profit
  • Equity Value / Pre-Tax, Pre-Owners’ Bonus Profit
  • Equity Value / Book Value

Unlike any other surveys on the subject, this study examines the differences in valuation multiples between controlling and minority interest transactions, the difference in value between marketable stock (stock of publicly traded firms) and non-marketable stock (stock in privately held firms), and the valuation of stock in ESOP (employee stock ownership plan) transactions. Also provided is a statistical analysis of merger and acquisition deals—including how the transactions were structured, and the forms of consideration paid.

Data from this study begins to quantify concepts like the premium paid for controlling interests in A/E firms. For example, the survey, which includes statistics on 40 controlling interest M&A transactions revealed that earnings multiples in controlling interest transactions were 48% to 80% higher than corresponding earnings multiples in minority interest transactions.

ROGStudy_ControllingInterestimage

As a bonus, the collection of detailed income statement and balance sheet data from survey participants afforded the opportunity to calculate a wide variety of key financial performance metrics—19 in all. These financial metrics are also detailed in the study and include: net service revenue growth rates, various measures of profitability, staff utilization rates, labor multiplier rates, overhead rates, return on assets and return on equity, various balance sheet and leverage ratios, and more.

This study is available for a limited time for only $349. Click here to purchase.