M&A directions in the professions Where are consulting engineers heading? Marc Ewen Senior Analyst, Beaton Capital May 2012 ©Beaton Capital 2012 A great deal can be gleaned about the future direction of the professions by looking at what the largest constituent companies are up to. In accountancy the Big4 are making a concerted effort to grow their advisory practices to help counteract the slowing growth in their traditional divisions of assurance and tax. In law we are witnessing a ‘dash’ for globalisation by some and a more considered approach by others. So where then does all this leave the consulting engineers? The engineering profession is the largest professional services sector by some way generating over US$1 trillion in global revenue annually compared to US$360bn for accounting and US$500bn for law. Whilst the legal profession is highly regulated and jurisdictional, and accounting operates in a regulated environment undertaking unregulated activities, the engineers have relative freedom to practise their craft without nearly as much regulatory constraint. As a consequence the engineers have a much broader footprint of activity than even the accounting firms with their consulting practices. Table 1: 2010 revenue of top 10 firms providing consulting engineering and design (C&D) services Rank Firm Total Revenue US$m C&D revenue as %of total 1AECOM 5,9206,54690.4% 2URS 5,0399,17754.9% 3Jacobs 4,7489,91647.9% 4WorleyParsons 3,6515,04872.3% 5 3,6036,30057.2% CH2M HILL 6AMEC 3,3994,56574.5% 7Fluor 3,12820,84915.0% 8Fugro 3,0013,02299.3% 9SNC-Lavalin 2,8496,00147.5% 10ARCADIS 2,6532,65599.9% ©Beaton Capital 2012 2 C&D revenue US$m Where are consulting engineers heading? Marc Ewen In the past there was a clearer distinction between the pure consulting engineers and the engineering consultancies - the latter being a variety of configurations around EPCM, ECP etc. Today the EPCM firms include CE activities and the most purist CE firms can be found undertaking aspects of EPCM work. It does make comparison between these firms difficult – even stock exchange categorisations look confused on occasion. A noticeable trend for the CE firms is diversification to get a seat at the decision-making table, not just queuing to serve at it - so we now see some firms investing in projects and others acting as policy advisors to government. Many CE firms team together on large projects in a way the lawyers and accountants could never fathom. The biggest advantage for these firms over their cousins in accounting and law is their ability and willingness to incorporate, and truly act as one firm globally. Table 1 lists the global top 10 firms by consulting and design (C&D) revenue (firms do not consistently separate this data for financial reporting) compared to the total revenue of the firm. The proportion of revenue attributed to C&D relative to the whole demonstrates the diversity of the broader industry. For example AECOM’s C&D activity is 90% of the whole whilst Fluor is 15%. One is a firm that is C&D led, the other is EPCM led. The other firms have a different range of mixes albeit weighted more to C&D. To understand some of the recent trends the publicly listed companies provide the best source of information (Table 2). The last five years has been mixed for the five largest public firms. Each of the firms grew their revenue over the period however AECOM was the only firm to achieve positive growth year-on-year and in doing so notched up a 90% total increase from $4.2 billion to $8 billion. URS and WorleyParsons show the impact of some major acquisitions in specific years then see revenue declining in other years. This compares to modest growth from Jacobs of 22% to $10.3 billion and AMEC growing from £2.4 billion to £3.2 billion despite having the highest number of acquisitions, which fact is considered below. Not surprisingly 2009 and 2010 proved to be tough years for some of these firms as the sector was buffeted by the GFC, but it does highlight that the storm did not affect all and its impact was very mixed. Table 2: Total revenue and growth of 5 largest publicly listed firms 2007 to 2011 20072008 2009 Growth% 2010 Growth% 2011Overall Growth% Growth% Growth% AECOM 4,2375,195 22.6%6,119 17.8%6,546 7.0%8,037 22.8% 89.7% URS 5,38310,086 87.4%9,249 -8.3%9,177 -0.8%9,545 4.0% 77.3% Jacobs 8,47411,252 32.8%11,467 1.9%9,916 -13.5%10,382 WorleyParsons3,525 4,882 AMEC 4.7% 22.5% 38.5%6,219 27.4%4,967 -20.1%5,904 18.9% 67.5% 2,3562,606 10.6%2,539 -2.6%2,951 16.2%3,261 10.5% 38.4% Note - All monetary amounts in firms’ home currency (HC) ©Beaton Capital 2012 3 But revenue growth is only part of the story, what is of interest is the differential attitude to mergers and acquisitions. A study of the acquisition activity of the top 5 publicly listed engineering consulting and design firms – AECOM, Jacobs and URS from the NYSE, AMEC from the LSE, and WorleyParsons from the ASX – over the four years from 2008 to 2012 reveals a staggering 59 acquisitions, with over a third coming from AMEC and 24% from AECOM (Table 3). Table 3: Number of acquisitions by firm – January 2008 to May 2012 2008 2009 2010 2011 2012Total AECOM 3 4511 14 AMEC 9 4 4 5 -22 Jacobs 1 1 4 2 -8 URS 2 11318 WorleyParsons 3 2 1 1 -7 Total 18 12 1512 259 This paper does not seek to investigate the revenue or headcount acquired through acquisition, rather it looks to see if there are other strategies to generate a competitive edge, such as geographies entered or specialisations acquired. Geographically the spread still shows a focus on North America (53%), Australia (12%), UK and Eurozone (14%), which may reflect more on the availability of suitable candidates for acquisition than the market for available projects (Table 4). However, the recent growth in the North American alternative energy sector and the Australian resources sector has driven the need for additional expertise. ©Beaton Capital 2012 4 Of the firms themselves, AMEC has been the most globally diverse in its acquisitions strategy with over 85% of purchases being based out of its home market (UK). This compares with 71% for Worley Parsons (Australia), 64% for AECOM (US) and 50% for Jacobs (US). Whereas all bar one of URS’s acquisitions were in North America. Collectively there is a clear push to increase the global footprint and regardless of the home stock exchange these firms now operate as truly international corporations. Where are consulting engineers heading? Marc Ewen Table 4: Acquisitions by geography of target – January 2008 to May 2012 USA CAN AUS UK EZ AFR IND BRA ME PRC GlobalTotal AECOM 52-- 2-1--13 14 AMEC 7 453 1- - -1- 122 Jacobs 4 --1 -11--- 18 URS 61-- ------18 WorleyParsons 1121 -1-1-- -7 Total 23875 322111 6 59 Table 5: Number of acquisitions by target sector – January 2008 to May 2012 Multi O&G Water Def Govt Infra MiningEnergy Trans Total AECOM 10-1-2---114 AMEC 1271- - -11-22 Jacobs 3 -23-----8 URS 2 2 -112- -- 8 WorleyParsons 51---11--7 Total 321044 3 31 1159 An analysis of the acquisitions by the target firm’s sector reveals some interesting results (Table 5). More than half of the 59 deals involved acquisition targets that were operating across more than one industry sector, an indication perhaps that once consulting engineering firms reach a certain size they need to bulk up across various fields for quantum leap growth. This is supplemented by specialist purchases. A case in point is AMEC that acquired 12 multi-disciplinary firms in US, Canada, Australia and UK and 7 oil and gas specialists split between the UK, US, Australia, Canada and Kazakhstan. Other firms had more diverse acquisitions: AECOM were only on multi-disciplinary practices supplemented by government and transport; URS across oil and gas, defence, government, infrastructure and multi-disciplinary; and WorleyParsons look set on oil and gas, mining and infrastructure, supplemented by multidisciplinary firms in Australia, Canada, UK and Brazil. ©Beaton Capital 2012 5 Acquisition activity does signal strategic intent to create a competitive edge – the relentless search to create an imperfect market in the homogeneous world of engineering. On the face of it all these firms are chasing similar markets but in varying degrees of intensity – there appears little differentiation from a skills and markets perspective. Hence the earlier observation that many of these firms seek ‘head of table’ roles as principals in projects and advisors to government to capture the downstream engineering work. The ability of these firms to pull this off will be a function of both brand permission and culture. Will the market grant them brand permission to move into new disciplines and can the culture of these firms attract and hold a different expertise set - namely non-engineers? The transformation challenges for these organisations will be considerable. Marc Ewen, Senior Analyst, Beaton Capital marc.ewen@beatoncapital.com P: +61 2 9231 8888 www.beatoncapital.com + Melbourne + Sydney + Hong Kong ©Beaton Capital 2012 6