Mick Morrissey of Morrissey Goodale Looks at the M&A Market from the Seller’s Side

 

Mick Morrissey, managing partner of Morrissey Goodale, visits the Engineering Influence podcast to analyze the current state of the M&A market and offer insights and advice to engineering firm owners who may be contemplating selling their firms.

 

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Host:

Welcome to the ACEC Engineering Influence podcast brought to you by the ACEC Life Health Trust. The mergers and acquisitions market has been very strong in the engineering industry in recent years with Baby Boom generation owners, looking to sell their firms and buyers looking for strategic purchases. Not surprisingly the COVID-19 pandemic had an impact on the M&A market due both to the initial, rapid deceleration of the economy and now the uncertainty that pervades the market as it recovers. To find out where the M&A market stands right now and where it may be going, especially for owners who are looking to sell., we have invited Mick Morrissey, managing partner of Morrissey Goodale onto the podcast. Morrissey Goodale is a specialized management consulting firm that exclusively serves the AA and government contract consulting industries and is one of the go-to advisors for buyers and sellers.

Host:

Welcome, Mick. Thanks for joining us,

Morrissey:

Thanks for having me on great to be here. All of us at Morrissey Goodale are big fans of the podcast.

Host:

So the M&A market for engineering firms took a dip in the spring when the pandemic hit, but it has gradually worked its way back up right now. Year-over-year deals in the U.S. are off about 10%. What do you expect to see in the market over the coming months?

Morrissey:

Let me put some context on that. It's a great question. 2019 was a record year for deals in our industry, 317 deals, almost one per workday, a pretty torrid pace of activity and, really speaking to how fast our industry was consolidating. January and February of 2020 were ahead of that pace, then COVID hit and the M&A market froze in the spring, March through May deals were down about 50% year over year. We were back to 2017 levels. Things started heating up a little bit in June and July, but still way behind last year. And then boom, in August of this year, M&A just started right up again. And indeed, we're going to have one of the strongest August on record for deals in the United States. Based upon everything that we're seeing in terms of interest from buyers, based upon the fact that the consulting engineering industry and the engineering industry writ large has been remarkably resilient through this pandemic, and then given that we anticipate some sort of stimulus package benefiting the industry after the election, we would anticipate that we're going to see lots more M&A activity and an uptick in M&A activity as we head into the back end of the year here in Q3 and Q4. I wouldn't be surprised if we end up the year very similar to where we were in 2019, which was a record year for deals, or maybe 5% or so beneath that level.

Host:

You mentioned, that the engineering industry has not suffered as badly as many other industries did. A guy who owns a firm and is looking to sell, is now a good time to sell?

Morrissey:

It depends. It depends on what markets your firm is in. Buyers are looking for quality. They're looking for growth in the acquisitions that they make. They were before the pandemic and that's certainly where they're focused now. So if a firm is serving, for example, the federal market, or if a firm has particular expertise, let's say in warehouse and distribution centers, both of those markets are doing well in 2020 and are anticipated to do well into 2021. This could indeed be a very, very good time in terms of valuation and deal structure for a seller that serves those markets. On the other hand, if you're a firm that is seeing a decline in backlog or weakening in earnings, and oftentimes today, those are firms that are serving, for example, the retail market or the commercial markets, this may not be the best time to go to market. It may not be the best time to seek a buyer.

Host:

What about size? Is this a good time if you own a smaller engineering firm or a larger engineering firm? Does That have any impact on the decision?

Morrissey:

Well, it's a really interesting question, because the trend we're seeing in acquisitions for consulting engineers is that the median-size deal has continued to fall over the last several years. Now the median-size deal is something like 15 to 17 employees with somewhere between $2 and $3 million in revenues. And that's a direct result of it being so hard to find talent in this industry and that challenge hasn't gone away with respect to COVID. While there may be 9% to 10% unemployment nationally, that unemployment level is not being felt in our industry. By and large, quality people in our industry aren't getting hired at the same rate that they were before, although maybe it's a little different in terms of onboarding and hiring now with most of it being done remotely, or a lot have been done remotely, but still, talent is very hard to find and that's what's driving acquisitions of smaller firms in our industry.

Morrissey:

And that's why the median deal size continues to fall because small acquisitions are a way to get talent on board fast, instead of going through a three-month to six-month to one-year cycle of picking up the equivalent number of employees. So I'm not sure that that size is a determinant with respect to whether it's a good time or a bad time to sell. I do think though that size and we saw this pre-pandemic and we're seeing it still that size correlates with valuation. So the larger a firm is, the greater the probability that it will achieve a higher valuation when it sells than a smaller firm.

Morrissey:

If you look back a decade or so ago, right after the last recession, about one-quarter of all deals in the United States were being done by publicly traded firms, the Jacobs and AECOMs. The brand names. Since the Great Recession, the percentage of deals being done by the publicly traded firms has dwindled to about 5% of all of the deals. Over the same time period, private equity-backed firms and private equity recapitalizations of firms engineering firms in the ENR 500 have grown significantly to the point where now about a quarter of all the deals. Now, what does that mean with respect to size? Those private equity groups typically are looking to make acquisitions of firms that are generating at least $1 million in EBITDA and more commonly $3 to 5 million in EBITDA. And that speaks to firms that are generating about $10 million to $50 million in revenues, which would speak to the larger firms in the membership of ACEC.

Morrissey:

So, um, I think the market is fairly agnostic believe it or not with respect to size. I think there's a market for each size segment with different types of buyers. Again, I come back to the determinant, particularly in 2020: What is the outlook for the markets that the selling firm is serving? Are the selling firms are serving markets that are being impacted by the shift in what's happening in the larger economy? If the firms are serving commercial real estate, or they're serving bricks and mortar retail, or they're serving, for example, the cruise industry or the hospitality industry, those firms, by and large, are seeing some significant or moderate impact to their backlog into their earnings. And they're just not attractive to buyers right now because buyers are looking for quality. But for firms that are serving the federal market, which is still going strong, for firms that are subject-matter experts in particular facility types where there's great demand, such as warehouse and distribution centers being driven by the Targets and the Amazons of the world, those firms are seeing demand. And particularly for firms that have figured out how to incorporate technology and big data management, or have developed proprietary software applications to wrap into their traditional engineering business model, those firms are seeing demand.

Host:

So if I were the owner of a firm and I was not in warehouses or data centers, what would be my strategy to make myself appealing

Morrissey:

That depends on what sort of runway you've got. From our perspective at Morrissey Goodale, the industry has entered the first phase of a new reality, and most firms have got about a year we believe to figure out that new reality because we believe there's going to be a lot of pain in 2021 as state and local governments face some real holes in their budgets. That'll put real downward pressure on the market for engineering services and put downward pressure on pricing and fees. So, firms need to reposition themselves from our perspective over the balance of 2020 and beyond. If you have a backlog to do that, then the way for firms to make themselves more attractive over the next year or so is to get into the markets that are more attractive.

Morrissey:

They either do that by making key hires or making acquisitions to do so, or they need to figure out how to deploy technology. And that's either generating it internally, leasing it, or buying it off the shelf, and then customizing it to adjust their business model, to really improve their technology game. Neither of those strategies are immediate strategies that can happen in a three to six-month period, so firms need to start making those investments now. For firms that only have 30 to 90-days worth of backlog, to make themselves more attractive for a buyer, they need to really cut out all extraneous costs, need to get themselves profitable, need to connect with their clients, and need to get as much backlog as they can in place.

Morrissey:

Those are the things that they need to do to position themselves for a sale, but even in that situation, and even if they do find a buyer, firms that are serving clients or markets that are being challenged are going to find it hard to find a buyer. Again, I come back to buyers being focused on quality. They're focused on the long term. And so they're planning to allocate their M&A resources to, to quality firms.

Host:

What about selling to insiders? Is that market slow right now? Has it stopped or is it continuing?

Morrissey:

It's continuing, although we believe it's going to run into headwinds into 2020 and 2021. If you look at 9 to 10% unemployment in the nation, there's a greater chance that, somebody's spouse or partner has either been furloughed, um, or has lost their job. So, if you're a potential owner in an engineering firm and your partner has lost their job, your kid is graduating from college and can't get a job because of a 9% unemployment rate and is stuck at home with you, then it's harder to have that kitchen table conversation and say, "Hey, I need to invest a hundred thousand dollars in my company to support the ownership, transition plan," because the money just may not be there.

Morrissey:

This is what we saw in the last recession. Ownership transition plans broke down in the industry, and we saw a spike of M&A activity 12 to 24 months after the recession as firms realized that they just weren't having the capital inflows from their employees and potential owners to support the plans while they were digging out from, uh, the wreckage of the recession. So we expect to see internal ownership transition plans be challenged again over the next 24 to 36 months as we come out of whatever we're in the middle of. And in particular, when we come out of the challenges after 2021, because again, we think that 2021 is going to be a real challenge for the industry.

Host:

So in this situation with, with the uncertainty, with the potential for a bad year coming up, how do you value a company? Are they the standard valuation techniques or is there some sort of percentage allocation for uncertainty?

Morrissey:

Yeah, that's a great question. And actually there should be some sort of percentage allocation for uncertainty, Valuation is one of those professions that has a hard time in pivoting to a new reality and it is pretty much stuck on the axiom that valuations of a firm are based upon forward-looking cash flows for the entity. In a time of great uncertainty, however, forward-looking cash flows become hard to forecast. Most firms in our industry have a hard time forecasting a year anyway and beyond a year becomes challenging. So when you look at valuations done in the industry, and you look at the projections that are used for those valuations, they make you scratch your head sometimes. And also when you consider that in the middle of the year, the publicly traded firms in our industry withdrew their guidance, meaning that they weren't going to provide estimates as to what was going to happen going forward.

Morrissey:

You can see how it makes it much harder for smaller privately held firms, which are the majority of the ACEC membership to do so. The way that valuation adjusts is, the valuation folks assign a higher discount rate, which just means they put more risk into the model, and that tends to drive down valuations. So that's sort of a theoretical perspective, but that's not necessarily what we have seen in the marketplace. My contention to our team was if deals are falling 50% in the spring, then let's figure out if valuations have also fallen 50%. And what we found was it wasn't the case. In the data set of deals that were done in the spring and the data set of deals that were done in the summer, the valuations are not that dissimilar from the valuations that we saw pre-pandemic, in January and February or in 2019.

Morrissey:

So what really happened was, instead of buyers beating up on sellers and looking for lower valuations as the pandemic played out, in the first stages, buyers just kind of withdrew. And so those valuations in theory went to zero, but in reality, they kind of stayed put, because many of those deals came back online in the summer. Also, when you're buying an engineering firm, the last thing you want to do is start with an evaluation and then if things change, try to beat up on the seller and say, "Things have changed, We're only going to buy it for 50% of what we said." That's just a lousy way to start a relationship and it really doesn't help integration.

Morrissey:

So what happened was the deals where buyers felt that there was quality, they stuck with those valuations through the deal-making process. Where there was uncertainty, about half of the deals in the U.S. stopped. They just stopped. Now the deals are coming back. What we've seen in the late summer, what we're seeing in August is those valuations are pretty much picking up where they left off prior to the pandemic. So, I urge everybody listening to the podcast to take these metrics with a grain of salt and don't apply them specifically to your individual firm, but what we saw at the high end and what we're still seeing at the high end, in the upper quartile, is multiples of EBITDA in and around the seven range, seven times trailing 12 months; EBITDA multiples in the medium range of about five or north of five; and multiples in the lower quartile of a little under four and a half. So we haven't seen the valuations change that much from a real-life perspective in the marketplace.

Host:

What do you think might happen to valuations if the market does struggle next year? Do you expect to see a gradual tailing off or do you think this trend will continue?

Morrissey:

So I think what we'll see is a bifurcation of the market, actually a continued bifurcation of the market. Quality firms--firms that have got really strong backlog, firms that have got something special about them, firms that serve attractive clientele, firms that are located in a great part of the world in terms of the outlook for engineering services, firms that have proprietary offerings that they have developed and where there is demand--those firms will continue to see strong demand and strong multiples and high multiples. Generic firms--firms that are vanilla firms that don't have anything special about them, firms that are followers rather than not leaders, firms that have to sell--they're either going to find lower multiples await them with not very attractive terms or they are going to find that there's no buyer for them. That's where I think we're headed and that's where that's the market that we're in now.

Morrissey:

In 2019, there were 317 deals. Not all of those firms were getting the higher multiple. Smaller firms tend to get the lower multiples. Smaller firms tend to have fewer options and may need to sell rather than choose to sell. And when you need to sell, when you have to sell that's when the deals that are in front of you generally are less attractive. And that gets to the interesting nature of selling your consulting engineering firm. The best time to sell is when the economy is doing well, when your market you're doing well, when your firm is doing well from a financial perspective, and to do it before you're 60, because then typically a buyer is going to lock you up for three years. And so at 63, which is still relatively young given all of the advances in healthcare and science, you've got two great decades ahead of you to decide if you want to work or consult or go and sail the Caribbean. Most owners don't figure that out. And most owners end up looking to sell when the economy is not good when their markets are not good, when their firm's financial performance is weak, and when they're 65 plus, and they have lost all of the leverage that they could have had in any negotiations,

Host:

That's a great lesson, right there, I'd say for people to listen to it because that seems to me to cut right to the heart of it. But just one more question and then we'll let you go. What kind of financial arrangements are you seeing as far as how the deals are structured?

Morrissey:

We're seeing the same basic packages as pre-pandemic. So cash, notes paid over one, two, or three years, stock, and earn-outs. Pre-pandemic we were seeing more cash, more notes, more stock, less earn-outs. Post pandemic, what we've seen is buyers moving more consideration to the earn-out component and moving it away from the guaranteed components of either cash or note payments over one, two, or three years. And that I think is just an acknowledgment that, the market is less certain for both buyers and sellers, and buyers are looking to hedge their bets with the amount of money that they guarantee in a deal.

Host:

Which, given the pandemic, sort of makes sense.

Morrissey:

Yeah, I think it does, but I also think, and this is what we saw again in the last recession, there's a whole bunch of received wisdom and conventional wisdom in our industry, and that has played out in the fact that M&A has declined over last year, which is not unusual. In general, when there's a recession or a pullback in the economy, M&A does decline, and indeed, M&A was down 19% in May and June year-over-year, but now it's back to just down 10% or so. But I think, when you dig into the details, once again more and more deals are being done by these private groups. So while employee-owned firms and ESOP firms have pulled back from the marketplace, the private equity firms are still buying because that's what they do. And if you consider a mantra of buy low and sell high, while the marketplace in general recognizes the pandemic and acts appropriately, and most of the ACEC membership acts conservatively, a number of these private equity groups, who are very, very skilled buyers, are seeing this as a buying opportunity and a way to position themselves ahead of the market recovery. And I think that's something for the membership and the listeners to be aware of.

Host:

It's a good place to end. I appreciate your taking the time to talk to us about the market. Thanks so much,

Morrissey:

Thanks for having me on, I really enjoyed it. Great to be with you.