Maximizing Performance Growth & Value in Your A/E Firm

Ian Rusk, ASAZweigWhite

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Introduction

Day One:

8:00 Introduction / Program Overview

8:15 Why grow? The current state of the A/E/C industry and why growth is critical to long-term success

9:00 Market outlook

9:30 [Break]

10:00 Financial Management and Cost Control

12:00 [Lunch]

1:30 Capitalizing a growing firm / M&A as a growth strategy

3:00 [break]

3:30 Planning for ownership transition

5:00 Program end

Overview of Program

Why Grow?

Why Grow?• High growth correlates to high profits

– Median Pre-tax Pre-bonus Profit (% of NSR)

• High Growth Firms – 19.6%• Low Growth Firms – 12.7%• No Growth Firms – 5.9%• Slow Decline Firms – 1.8%• Fast Decline Firms – 1.3%

Why Grow?• Contributing Factors: Better labor utilization

– Median Chargeability (labor utilization)

• High Growth Firms – 61.4%• Low Growth Firms – 59.6%• No Growth Firms – 56.6%• Slow Decline Firms – 59.5%• Fast Decline Firms – 53.6%

Why Grow?• Contributing Factors: Lower relative overhead

– Median overhead rate (overhead/direct labor)

• High Growth Firms – 172.6%• Low Growth Firms – 167.9%• No Growth Firms – 186.3%• Slow Decline Firms – 159.5%• Fast Decline Firms – 202.4%

Why Grow?

• Other benefits– Career opportunities for staff– Opportunities to work on larger, more

interesting projects– Greater job fulfillment– Ability to diversify services, markets and

geographic footprint

Why Grow?

• High growth increases market value– Size does matter! Larger firms are

considered less risky by the marketplace

Why Grow?

• A growing income stream is more valuable - example:– Two firms with $200,000 in earnings– One is high growth (long-term growth

assumption of 8%), the other is low growth (long-term growth of 3%)

– One is considered high risk, the other low risk

Why Grow?

XYZ Company

After-tax, Pre-Bonus Earnings 200,000$ Add Back: Depreciation & amortization 110,000 Deduct: Capital Expenditures (90,000) Deduct: Working Capital Needs (20,000)

Cash Flow to Equity Holders 200,000$

Apply Growth Rate (x1.03) 206,000$

Divide by Capitalization Rate of 22% (25% - 3%) 936,364$

Why Grow?

XYZ Company

After-tax, Pre-Bonus Earnings 200,000$ Add Back: Depreciation & amortization 110,000 Deduct: Capital Expenditures (90,000) Deduct: Working Capital Needs (20,000)

Cash Flow to Equity Holders 200,000$

Apply Growth Rate (x1.08) 216,000$

Divide by Capitalization Rate of 14% (22% - 8%) 1,542,857$

Good Growth

Sustainable

OrganicDifferentiated

Profitable

Market Outlook

Market Outlook

• 2009 – A year of challenges, but glimmers of a recovery:– GDP decreased at a rate of 1% Q2 of ’09– Federal Reserve forecasts are for a 1%

increase Q3 & Q4– AIA Billing Index has been below 50

(indicating a decline) for over a year (currently at 43)

– Even some of historically strongest markets (e.g. healthcare) have softened

Market Outlook

• 2009 – A year of challenges, but glimmers of a recovery :– 12th Fed District (encompassing Oregon and

Washington States)• Retail, Services and Manufacturing Sectors

continue to soften (exception being IT products)• Construction activity remains low• Demand for commercial real estate continues to

decline

Market Outlook

• 2009 – A year of challenges, but glimmers of a recovery:– On the positive side: S&P 500 up 33% since

February– AIA New Inquiries Index has above 50 since

February (indicating an increase in new opp’s) and is presently at 50.3

– Some positive impact from ARRA bill– Public A/E firms “out-recovering” the broader

market

Relative Performance

-60%

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09

ZW15 ZWI S&P 500 S&P 700

Market Outlook

• Fundamental Drivers of Demand Aren’t Going Away:

Market Outlook

• Water / Wastewater Market

– Water is the oil of the 21st century– U.S. Water / Wastewater Industry is estimated at over

$120 billion– While some short-term drivers such as residential

development have eased, long-term drivers remain– Aging infrastructure: Some estimates put leakage

rates of aging water infrastructure at 50%– Global drivers include population growth, and

changing consumption patterns (emerging middle classes of India and China)

Market Outlook

• Water / Wastewater Market

Market Outlook

• Transportation / Infrastructure

– ARRA bill devotes 60 billion for construction & government contracts of which:

• $27.5 billion for highways• $17.7 billion for public transportation• $6.9 billion for transportation equipment• $12 billion for federal facilities• $4.6 billion to Army Corps of Engineers

– Another $110 billion devoted to energy & environment• $11 billion for electricity grid• $60 billion for renewable energy• $10 billion for clean water projects• $27 billion for “other projects”

Market Outlook

• Transportation / Infrastructure

– Oregon Stimulus Funding:• $6.5 billion slated for the state with $333.9 million targeted

toward transportation (highway, road, bridge, port and rail)

Market Outlook

• Transportation / Infrastructure

– Washington Stimulus Funding:• $10.4 billion slated for the state with $492.2 million targeted

toward transportation (highway, road, bridge, port and rail)

Market Outlook

• Demographic-driven markets

– U.S. census projected population age 65 and over to double from 2006 to 2030

– By 2030, close to 20% of U.S. population will be 65+ (72 million people)

– General health of this segment continues to improve, and those with chronic medical conditions are living longer

Market Outlook

• Demographic-driven markets

Market Outlook

• Demographic-driven markets

– Global population on track to reach 7 billion by 2011, with China and India leading the way

– Represent a 1 billion increase in just 12 years!– Highest growth is in least developed countries

(Africa and Asian continents)– Still opportunities in the Middle East– Population migrating from rural to urban

centers

Think about these and other drivers of demand for engineering services as you plan your long-term strategy

Market Outlook

• 2009 – A year of challenges and opportunities:– Credit markets notwithstanding, this could be

one of the best times to be a strategic buyer– Valuations at a low point (but are they at the

bottom???)– Economic decline stabilizing (but when and

how quickly will it rebound???)

Managing by the Numbers

Basic Financial Management

• More important than ever to “own” your numbers

• What sort of metrics would you’d want to see regularly (your “heads up display”)?

Basic Financial Measures• Revenue and Revenue Growth

– Focus on net service revenue– Growth over multiples years should be expressed as a

compounded rate (CAGR)

• Profit Margins (as % of net service revenue)– Operating Profit (before non-operating expenses, interest,

discretionary expenses, extraordinary expenses and taxes) – EBITDA (earnings before interest, taxes, depreciation &

amortization) – 13.6%– EBIT– Pre-tax, Pre-bonus Profit – 11.3%– Net Income

Basic Financial Measures

• Balance Sheet Measures– Working Capital (current assets less current liabilities)– Current Ratio (current assets / current liabilities) -

2.33– Quick Ratio (cash, AR only) – 2.11– Total Liabilities-to-Equity Ratio – 0.9– Interest-bearing debt-to-equity – 0.2

* Numbers above represent industry medians from the ZweigWhite’s 2009 Financial Performance Survey

Basic Financial Measures

• Balance Sheet Measures (continued)– Debt Service Coverage Ratio (cash flow divided by

principal & interest payments on debt)– Return on Assets and Return on Equity (more

meaningful when based on market value of equity)

ROA – 23.1%, ROE – 50.3%

Basic Financial Measures

• Industry Specific Performance Metrics

– Chargeability (Utilization) – direct / total labor – 59.5% – Net Multiplier – NSR / direct labor – 3.12– Revenue Factor – NSR / total labor – 1.80– Overhead Rate – overhead exp’s / direct labor –

170.3%

Basic Financial Measures

• Predictive metrics

– Fee Backlog (at a point in time)– Sales of new work (over a period of time)– Proposals pending (at a point in time)– Proposals made (over a period of time)– Volume of inbound inquiries– Proposal success rate (dollar weighted)

Revenue, Proposal and Sales Volume

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Proposals Sales Revenue

Other Performance Metrics

• What other metrics are meaningful for your unique business?

– WIP or bad debt write offs– ACP and associated interest costs– Employee turnover– Others? (audience participation time)

Form and Frequency

• Various types of reporting might have different frequency– Annual – a corporate-style annual report (serves

many potential internal and external users– Monthly or quarterly detailed performance report– Weekly sales and cash flow reports– Daily accolades

Form and Frequency

• Use the push/pull approach– “Push” out reports such as those outlined above– Allow staff to “pull” out info as they need it– Particularly important for project managers and

department heads

Project-level reporting

Project-level reporting

Project-level reporting

Managing Costs

Managing Costs

• Managing costs in most engineering firms means managing labor costs– Labor is typically 50%-60% of a firm’s net

service revenue (not including benefits and payroll taxes, which make up another 10-20%)

– In a volatile economic climate, maximizing profits requires close management of labor costs

Managing Costs

• Managing costs in most engineering firms means managing labor costs– Watch staff utilization levels – median for

engineering and E/A firms is 61%– Under-utilized principals are often the chief

culprits– Typical principal utilization rate is 50%

Managing Costs

• Managing costs in most engineering firms means managing labor costs– Many firms have had to institute pay cuts over

the last 12 months. • Try to limit principals or management if possible• When cutting across the board, provide an

opportunity to make it back (i.e. through a profit sharing or other type of incentive plan)

Performance bonus 65%

Profit sharing 43%

Spot bonus 21%

Referral bonus 17%

Holiday bonus 13%

Project bonus 11%

Service awards 10%

Equity-based plans 8%

Signing bonus 8%

Sales commission 5%

Retention bonus 2%

Source: 2008 Incentive Compensation Survey of Architecture, Engineering, Planning & Environmental Consulting Firms (ZweigWhite)

65%

43%

21%

17%13%

0%

10%

20%

30%

40%

50%

60%

70%

PerformanceBonus

Profit Sharing Spot Bonus Referral Bonus Holiday Bonus

Incentive Compensation Plans

Incentive Compensation Spending

Source: 2008 Incentive Compensation Survey of Architecture, Engineering, Planning & Environmental Consulting Firms (ZweigWhite)

Incentive compensation spending as a percentage of NSR

Incentive compensation spending as a percentage of payroll

1.9%

3.5%

4.9%

5.5%

LowerQuartile

Median

Mean

UpperQuartile

3.8%

7.5%

10.4%

12.2%

LowerQuartile

Median

Mean

UpperQuartile

Incentive Compensation Plans

Incentive Compensation Plans

• Equity-based incentive plans– Ownership transition plan– Employee stock purchase plan (ESPP)– Employee stock ownership plan (ESOP)– Stock option plans– Synthetic Equity (Stock appreciation

rights/phantom stock plans)– Deferred compensation plans (careful of new

IRC 409a requirements)

Incentive Compensation Plans

• Elements of a good incentive comp plan– Consistent with core values and culture of the

organization– Align individual objectives with firm-wide

strategic initiatives– Recognize, reward and motivate outstanding

performance– Structure/bonus formula that is easy to

understand

Managing Costs

• Other considerations– Largest single fixed G&A expense for

engineering firms is rent– Small, unnecessary branch offices are one of the

most frequent causes of high fixed overhead– Median overhead rate for engineering & E/A

firms is 165%– If yours is higher, primary causes are likely to be

low utilization rates and/or an inefficient office network

Managing Costs

• Other considerations– The world is flat! Are there services that

could be done better and cheaper offshore?– Consider things you may already out-source

(e.g. IT services). – Offshore in-sourcing vs. inshore out-sourcing

Capitalizing a Growing Firm

Sources of Capital: Costs

• Costs of Debt– Rates tend to be based on market indices, like the

Prime Lending Rate (3.25%), or LIBOR– Current interest rates are low, but credit standards are

tighter– Tax deductibility of interest payments makes effective

cost even lower– Credit facilities: Revolving line of credit (short-term,

A/R is the borrowing base); Financing line of credit (converts to term debt); Long-term debt

Sources of Capital: Costs

• Costs of Debt– Short-term borrowing is generally cheaper than long-

term (example: prime for LOC, prime + 1 for term debt)

– Firms considered riskier will pay higher rates (risk factors: credit history, financial leverage, financial performance, debt service coverage ratio, collateral coverage)

– Small firm owners must often sign personal guarantees (strategies for managing risk – limitations, indemnifications)

Sources of Capital: Costs

• Cost of Equity– Rate of return = stock appreciation + annual payout

(dividend or distribution) as a percentage of the investment value.

– Example: A shareholder owns stock worth $100,000 at the beginning of the year. By year-end, the stock has gone up in value to $110,000, and the shareholder received a $20,000 distribution. Total return equals $30,000, or 30%.

– Cost of equity capital is much higher than debt

Risk Free Long-termGovernment Bond Rate 20-yrs E rf 5%

Common Stock Equity RiskPremium Emr 7%

Small Stock Equity RiskPremium Es 9%

Subjective Risk Premium Udc ???

Discount Rate Er 21%+ Source: SBBI-Ibbotson Associates, Inc., Chicago, Illinois, Beta excluded. Federal Reserve Statistical Release

Sources of Capital: Costs

• Equity Rate of Return – Build-up model

Sources of Capital: Costs

• A growing A/E or environmental consulting firm needs access to both sources– Debt capital will be limited due to lack of collateral– While cheaper, the default risk can be a psychological

growth barrier for firms with high debt levels– Access to equity capital requires a well-considered

ownership plan

Sources of Capital: Costs

• Demographic trends are not in your favor

Sources of Capital: Costs

• Demographic trends are not in your favor

Sources of Capital: Costs

• Access to equity capital / ownership planning requires:– A detailed shareholders agreement governing all

transactions of stock– A method of stock valuation (internal formula or

agreement to have company appraised annually)– A plan for financing (or facilitating financing) for

buyers

Sources of Capital: Costs

• Access to equity capital / ownership planning requires:– On-going feasibility testing to be sure redemptions

can be managed– A development program for future shareholders

Sources of Capital: Costs

• Other Capital Sources: Private Equity Financing– The list of A/E and environmental firms with private equity

financing is growing• CSA Group [Hispania Capital Partners]• Schoor Depalma [Trivest]• Callison Architecture [Blue Point]• Apex Companies [Blue Point]• Cummings, LLC [Long Point Capital]• Natural Resource Group [Stone Arch Capital]• EM-Assist [Venatus Capital Partners]• Capri Engineers [Stone Capital Partners]• Wildlands, Inc. [Parthenon Capital]• Trinity Consultants, Inc. [Sentinel Capital]• Clough, Harbour & Associates [Long Point]

– Recent private equity exits• ENSR [sold to AECOM]• EYP Mission Critical [sold to Hewlett Packard]

Sources of Capital: Costs

• Private Equity Financing– PE firms typically take a controlling interest stake (but

not always)– Management team retains a significant stake

(potential second bite of the apple)– PE investor may leverage firm– Expect big management fees, and pressure to

perform– PE firms are NOT long-term investors—understand

the likely exit strategy

Management of Cash Flow

We’re Living in Dangerous Times

• Cash flow management is critical in economic downturns like the present– Accounts receivable at greater risk– Must watch cash outflow carefully– Cash flow forecasting is the key

• Even organic growth requires cash– Example: A $10 million net service revenue firm

grows by 10%. It’s average collection period of A/R is 80 days. Growth will result in an increased investment in working capital of $219k.

– Managing operating cash flow in a growing firm is, therefore, critical

Management of Cash Flow

Management of Cash Flow

• Cash flow forecasting

Merger & Acquisition Strategies

M&A Activity

M&A activity comes in waves coinciding with economic activity

In spite of weak economy, consolidation continues (100 AE transactions YTD)

Buyers stock values have recovered since this time last year

Sellers may still have high value expectations, but values are generally down

M&A Activity

• 2009 Transactions in Washington & Oregon

Drivers of M&A activity

Difficulty in accomplishing internal ownership transitions

Challenge of firms with 100-500 staff – eat or be eaten?

Clients’ demands for scale and full-service model

Record M&A Activity

What does a typical deal look like?

Most involve an ENR 500 firm buying a smaller firm*

– Median size of selling firms was 30 employees– Median size of buying firms was 400

employees

Vast majority of deals in our space are niche deals; “manageable” bets either for scale (“do more of what we’re good at”) or diversification (“we need to be there/doing that”)

* Transaction data from 2006 - 2007

Most are asset rather than stock deals Transactions often mix of cash, stock*, & notes

(no “credit crunch” here) Earnouts remain popular but can be barrier to

integration Employment agreements and compatible

salary/incentive compensation structures are key

* This makes the method you use for your own firm’s stock valuation critical

What does a typical deal look like?

M&A Risk Factors

Seller Expectations

– Valuation expectations will often be high: 75% of NSR, 6.0x EBITDA, 2.5x book value (median values).

– Actual deal values from same survey are lower: 60% of NSR, 3.3x EBITDA, 2.2x book value (median values).

– Valuation of privately held AEC firms is both an art and a science!

– Size, profitability, growth, capitalization all impact valuation

Valuation by Multiples

Why aren’t AEC multiples higher?

Nature of industry (mature / stable growth) Low barriers to entry = thousands of firms offering

“commodity” like service Project-to-project, uneven cash flow stream Lack of Scalability Intangible assets (people-based business) Reliance on rainmakers vs. institutional brand value

Retaining clients and motivating key staff

– Resentment among the minority-interest or non-owners may linger

– Deal value will be significantly diminished if key talent exits post closing

– Competitors will come after target’s clients and staff– Cultural fit and firm integration is key and most

difficult part of M&A process!

M&A Risk Factors

2009/2010 M&A Outlook

Pendulum shifting back to buyers as markets recover

Continued weakness in U.S. economy will produce more “distressed” sales?

Buyers will use more stock as currency and earnouts to mitigate risk

Long-term, baby boomer retirement and lackluster internal share demand will drive supply (recall demographic slides)

When planned and executed properly, M&A still an effective tool for strategic growth

Valuing a Firm for Acquisition

Approaches to Valuation

• Earnings Approaches– Discounted Cash Flow (DCF)– Capitalization of Cash Flow (Gordon Growth

Model)• Market Approaches

– Publicly Traded Guideline Method– Market Transactions (M&A) Method

• Asset Approaches

Risk Free Long-termGovernment Bond Rate 20-yrs E rf 5%

Common Stock Equity RiskPremium Emr 7%

Small Stock Equity RiskPremium Es 6-9%

Subjective Risk Premium Udc ???

Discount Rate Er 18 - 21%+

Source: SBBI-Ibbotson Associates, Inc., Chicago, Illinois, Beta excluded. Federal Reserve Statistical Release

Required Rate of Return

Capitalization of Cash Flow

Capitalization of Cash Flow

Projected Cash Flow $Discount Rate (A) 20%Long-term Growth Rate (B) 5%Capitalization Rate (A-B) 15%

Value = Cash Flow / Cap Rate $

Market Approaches

• Publicly traded guideline company method– Attempts to use market values of similar, publicly traded

companies as a basis for determining value.– Problem in the A/E/P & environmental consulting industries is

the small number of publicly traded firms.– Vast size difference also makes comparison difficult.

• Market Transactions Approach– Uses actual merger/acquisition data.– Data more difficult to come by.

Market Approaches

• Market pricing data is applied to the subject firm by determining various multiples or factors such as:– Value / Revenue– Value / Earnings– Value / Book value– Value / Fee Backlog– Value / # of full-time employees

ZweigWhite Merger & Acquisition Transactions Trailing Five Years (A/E/P & enviro firms only)

Equity Value / Book Value

TIC Value / Gross

Revenue

TIC Value / Net Service

RevenueTIC Value/

EBITDAEquity Value / Net Income

TIC Value / # of Employees

2.23 x 0.56 x 0.62 x 4.9 x 6.8 x 68,993

Market Approaches

Other Considerations

• Marketability discount– must account for the lack of liquidity of a

privately held firm [30% is typical]

• Controlling vs. Minority ownership interests– holders of small blocks of shares cannot control

the actions of the firm [20% discount is typical]

ZweigWhite Valuation Survey

• ZweigWhite’s Valuation survey is a good tool for a “benchmark” valuations

• ZweigWhite surveys the industry annually, asking firms to report their valuations and certain financial factors that drive value

• Data is compiled and sorted based of firm types and depending on the quality and purpose of the valuation

• Note that Z-formulas generally reflect minority interests often for internal ownership transition purposes, so when using for M&A purposes, you may need to apply a control premium (25%+/-)

ZweigWhite Valuation Survey Z2 Formula Z3 Formula TIC Value/Net Service Revenue 51% 46% Equity Value/Pre-tax, Pre-bonus Profit 4.21x 2.60x TIC Value/EBITDA 5.10x 3.26x Equity Value/Book Value 1.76x 1.77x TIC Value/Employee $54,426 $49,118 TIC Value/Backlog 67% 68%

2009 Z2 and Z3 statistics

Evaluating an Acquisition Target

• Note that the strongest performing firms may not make the best acquisitions as price expectations will be high.

• Poorly performing firms that can be “rescued” may be better opportunities from a risk/return standpoint.

• Acquisitions must fit with the firm’s strategic goals.

• Most buyers look for a 3-year payback period.

Evaluating an Acquisition Target

• Understanding future earnings capacity:– Backlog: How does it compare to prior years? What is

it composed of? How “firm” is it?– Key Staff: Who are the people selling work and

managing client relationships? Are they at risk of leaving post-closing?

– Are there concentrations of revenue with certain clients that could be at risk?

– Will the acquisition result in loss of certain clients and associated revenue (loss of MBE status, loss of sub-consultant business, etc.)

Evaluating an Acquisition Target

• Subjective risk factors to consider:– Revenue and earnings volatility – Concentrations of revenue and lack of market diversity

(geographic, service type, or client type).– High risk service types, history of quality problems.– Poor collections and cash flow problems.– Lack of management depth.– Dependency on key rainmakers.

Key Points For Success

• Align yourself with a compatible culture• Address issues involving seller head on (lack of

software licenses, unproductive principals, unproductive offices)

• Pay attention to integration issues• Understand the after-life (post-closing)• Pay attention to the restrictive covenants

Key Points For Success

• Use intermediaries to negotiate and avoid head to head clashes

• Understand your motivation to buy or sell• Build a rapport with the buyer or seller• Assemble a competent and experienced team of

external advisors• Understand the ongoing employment obligations

Planning Your Exit

Exit Strategy Options

• Ownership Transition is a synonym for developing an Exit Strategy

• An Exit Strategy is a process that owners formulate when they reach a point in their business life where they begin thinking about the following:

Exit Strategy Options

– How to realize the fruits of their labor?

– When they begin to look forward to "slowing down" or retiring

– When other firm members begin to push for ownership and/or management succession

Exit Strategy Options

– When health issues become apparent

– When the size of the firm begins to require more owners, more capital, more complicated operations

– When it feels to be the right time (including watching peers transition)

Exit Strategy Options

• Internal Transition - Need time and second tier of leadership to purchase the stock. Perpetuates the firm, but may not maximize price.

• External Transition – Maximize price, reduce risk of exit

Exit Strategy Options

• Employee Stock Ownership Plan (ESOP) (Internal) - Great tax benefits for Seller and company and also establishes a stock bonus plan for employees. Form of leveraged management buy-out (LBO).

Exit Strategy Options

• Leveraged Recapitalization – Borrow money and pay it out to owners (dividend). Essentially means mortgaging the firm's assets and future and while it may increase some liquidity for the owners it reduces firm's ability to finance future growth and decreases flexibility to take advantage of opportunities or weather an economic downturn.

Exit Strategy Options

• Initial Public Offering (IPO) - Not available for smaller firms generally and brings new reporting and regulatory hurdles/headaches as well as a new constituency.

Motivations

• Internal Transition is motivated by:

– Paternal/maternal feelings– Loyalty to key long-term employees– Lack of easy identification of outside parties

Motivations

• Internal Transition is motivated by (continued):

– A feeling that the process is simple (legally and financially)

– Concern as to cost of an outside sale (direct costs and labor costs)

– A fear of the unknown owner– A desire to maintain culture

Motivations

• External Sale is motivated by:

– A desire to maximize the ultimate sales price– A feeling that security is better from a third

party– A concern that the next generation is not

capable of running the business and making the required payments

Motivations

• External Sale is motivated by (continued):

– A concern as to risk tolerance on the part of key employees

– A desire to see the company prosper and expand

Motivations

Internal Transition External Sale

Sales Price Lower Higher

Security More Risky Less Risky

Outside Costs Lower Higher

Time to Complete 5-10 years (or more)* 6 months to 1 year*

Effect on Employees Generally Positive Sometimes Negative

Human Resources Issues Not a big Concerns Could be a concern

Effect on Clients Little Effect Requires attention; Usually positive

Key Differences between an Internal Transition and External Sale:

* Time to complete differs on many factors

Top Reasons Firms Sell

• Exit strategy for owners - even for owners who have planned a sale could be a better way to get their equity out and perpetuate the business. This approach provides liquidity for the exiting owners.

• Maximize shareholder return.

Top Reasons Firms Sell

• Turn-around or rescue situation (bailing out of a sinking ship).

• Part of growth strategy - many firms think that growth can only occur through acquisition or hiring staff, but becoming part of a larger entity can be a growth strategy, too.

Top Reasons Firms Sell

• Provide greater opportunities for employees - in a smaller firm, employees' chance for advancement may be limited. In a larger company, there may be more opportunities for career growth.

Top Reasons Firms Sell

• Better services to clients (become one-stop shopping) - can provide a wider array of services to existing or new clients who may be expanding and require more full-service providers.

Top Reasons Firms Sell

• Expansion into new market-sectors - many firms are focused on one or two client types, this provides diversification.

• Geographic expansion - serve clients in new geographic areas.

Top Reasons Firms Sell

• Need for stronger management expertise to take firm to next level - the owners of many firms have maxed-out their ability to manage the firm.

• Ownership Transition Failure.• Leadership Succession Failure.• Unsolicited Offer.• Principals leave the firm.

Making Your Firm “Transaction Ready” (internal or external)

• Operate profitably and businesslike (steady, reliable earnings are the key)

• Separate personal life and family matters from the business

• Establish and sustain a bank relationship to allow for growth and working capital

• Keep complete and well-organized records - HR, financial, project materials.

• Have tight project controls and reporting

Make Your Firm “Transaction Ready”

• Keep administrative policies current – overtime policies, timesheets, vacation, etc.

• Confront Unproductive Principals – do not allow “deadwood” to drag down your firm

• Resolve any pending liability issues if possible (personnel issues, pending lawsuits, software licensing deficiencies, etc.)

Make Your Firm “Transaction Ready”

• Institute and implement an ownership program - secure the commitment of middle managers. Internal ownership transition and external transactions are not mutually exclusive.

• Update financial reporting on an accrual basis

Make Your Firm “Transaction Ready”

• Adopt a management succession and training plan - allow the future leaders to learn how to manage.

• Be able to articulate the firm’s goals and objectives - what is the firm all about? What is its mission? Make sure all internal team members are on the same page.

Q&A

Ian C. Rusk, ASAZweigWhite

321 Commonwealth RdWayland, MA 01778Phone: 508.651.1559

irusk@zweigwhite.com