Unit 3 Emotional Intelligence and Spiritual Intelligence.pdf
Case Competition Proposal
1. Leveraged Buyout Proposal of
Michael Baker Corporation (AMEX: BKR)
Prepared for SLPECC Committee
By TEAM UNLEVERAGED (Cheng Li & Allan Yang)
April 23, 2010
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2. Target Overview
Michael Baker is a well-established, national engineering and consulting firm that has been providing
engineering services to the federal government, transportation, and civil infrastructure end markets since
1940. Baker advises customers on the design, engineering, and implementation (construction inspection
and construction management) of its projects in various sectors including transportation, aviation,
transit/rail, water/waste, and commercial facilities. Its services encompass the life cycle of infrastructure
and managed asset project.
Baker provides its core engineering services in three end markets: the federal government, transportation,
and commercial infrastructure.
Federal Government – the federal government sector accounts for approximately 50% of total revenues
and includes services in facilities, water, environmental, and geospatial information technology projects.
Its main customers include the Department of Defense, Department of Homeland Security with FEMA,
US-VISITS, and the Coastal Guard. The Federal Emergency Management Agency (FEMA) is Baker’s
largest customer, representing 15% of its revenue in 2009.
Transportation – the state and local transportation sector accounts for approximately 40% of total
revenues and includes engineering services for roads, highways, bridges, and rail systems. Its main
customers include various state departments of transportation (DOTs) including Pennsylvania, North
Carolina, Ohio, Indiana, and New Jersey.
Commercial/Private – the private sector accounts for approximately 10% of total revenues and includes
services for universities, port authorities, prisons, office buildings, aviation and medical facilities.
Although Baker historically has not focused on this sector, it plans to dedicate more resources to this
market.
In addition to these three markets, Baker also maintains a joint venture with the Stanley Group to provide
construction management services in Iraq. It was awarded this contract by the U.S. Army Corps of
Engineers to assist in the reconstruction of Iraq. Although this specific contract expired at year end 2009,
Baker is currently bidding for similar contracts in both Iraq and Afghanistan.
Lastly, in October 2009, Baker completed the sale of its energy business to Wood Group of Scotland for
$47.2 million, ending a multi-year effort to refocus the company toward its core competency, the
engineering business.
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3. Industry Overview
The engineering and construction industry has been resilient during the economic downturn and is poised
for significant growth in the upcoming years. Market opportunities have arisen as a result of specific bills
and acts passed by Congress:
American Recovery and Reinvestment Act – the $787 billion stimulus bill passed in February 2009 has
positively impacted the industry, with an addressable opportunity of approximately $87 billion for early
stage engineering service companies like Michael Baker. In addition, the House passed a jobs bill in
December 2009, which allocates $48 billion for transportation and infrastructure projects. This bill
highlights the Obama Administration’s continued focus on highway, bridge, and rail infrastructure
spending, a key part of Baker’s business.
SAFE Transportation Equity Act – The Safe, Accountable, Flexible, and Efficient Transportation Equity
Act is a federal program to fund highway and interstate transportation projects. In the program, the
government matches at least 80% of highway and interstate projects though the highway trust fund, which
is paid for via a federal gasoline tax of 18.4 cents per gallon. The act was extended to year end 2010. The
National Surface Transportation Policy and Revenue Commission estimates that the nation needs to
invest at least $225 billion annually for the next 50 years to bring our current infrastructure up to good
repair, which suggests that the SAFE act will be further extended. This bodes well for Baker and the
engineering and construction industry.
Department of Transportation and Housing & Urban Development Bill – in December 2009, the House
approved the budget report to allot $76 billion of its fiscal year 2010 budget to the Department of
Transportation, which is a 13% increase from the allotted amount in fiscal year 2009. A significant
portion of the increase was for the Federal Railroad Administration (FRA), which included a $1.5 billion
increase in funding for high-speed rails. The FRA designated 10 potential high speed rail corridors
locations and plans to inject 1 billion per year for 6 years to jump start this program. This 1 billion is
beyond what is already allocated to transit and rails in the ARRA stimulus bill. Again, this action is opens
the doors for substantial growth in the transportation industry for Baker.
National Infrastructure Reinvestment Bank – President Obama is expected to create a federally funded
government entity to review, authorize, and fund significant national and regional infrastructure projects.
The objective of this entity is to improve national security and stimulate the economy through highway,
airport, and water projects. Through this entity, an injection of over $50 billion dollars is expected to take
place over a span of 10 years. The NIRB would help to emphasize the need for infrastructure spending
and highlight the importance of transportation safety and security on a national scale, another growth
opportunity for companies in the engineering and construction industry.
Overall, Baker competes for contracting business with larger Engineering and Construction companies,
such as AECOM Technology Corporation, URS Corporation, Jacobs Engineering Group, and Tetra Tech
as well as with a large number of smaller private engineering and architectural firms. Although the
industry is competitive, pricing and billing rates have remained stable. We see no indication that this will
be a problem in the near future.
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4. Investment Thesis & Value Creation Opportunities
Investment Strategic Fit
Consistent cash flow generation – Baker operates a stable business with the ability to generate consistent
and predictable cash flows. Baker has been in the engineering services industry for 70 years and has a
history of profitability. It has recorded positive net profits since 2001 and is consistently ranked in the top
10% of US engineering design firms. The nature its business allows Baker to forecast future cash flows
from its backlog system where historically, over 80% of unfunded projects receive funding. As of
December 2009, Baker’s total backlog was $1.43 billion, including a funded backlog of $438 million and
an unfunded backlog of $991. Historically, almost 100% of transportation-related unfunded backlog have
received funding, eventually generating revenue for the company.
Strong balance sheet liquidity – The Company has a strong balance sheet with no debt. As of December
2009, Baker has $105 million in excess cash, with $37 million coming from the sale of Energy business.
A significant portion of this cash is can be used towards the equity portion of a buyout of the company.
Competitive market position – The Company is well positioned in a large and growing, but fragmented
market. As a result of the favorable trends in regulation, the engineering and construction industry is
positioned for tremendous growth. For Baker, government contracts make up roughly 50% of revenues
while transportation supplies are another 40%. In addition, Baker is an industry leader in the field of early
stage engineering services. Furthermore, since there is no single big competitor (the industry is
competitive with fragment players such as the competitors mentioned previously: AECOM, URS, Jacobs
Engineering, Tetra Tech), Baker is well situated to capture this market opportunity.
Low current market valuation – The Company is currently undervalued relative to competitors. With an
EV/EBITDA ratio of 6x and P/E ratio of 12x, Baker’s multiples are lower compared to industry averages
of 9x and 16x. Meanwhile, its operating margins are consistently higher than competitors. From this, we
conclude that Baker is undervalued at its current share price and provides a great buy at this discount.
P/E EV/EBITDA
Company Price* Market Cap Enterprise
($MM) Value ($MM) 2008A 2009A 2010E 2008A 2009A
URS Corp (URS) $ 50.57 $ 4,248 $ 4,480 15.9x 16.0x 14.1x 7.3x 8.1x
AECOM (ACM) $ 29.57 $ 3,370 $ 3,350 20.1x 17.7x 13.5x 9.5x 9.6x
TetraTech (TTEK) $ 22.45 $ 1,385 $ 1,310 25.4x 15.6x 17.0x 13.2x 8.5x
Average 20.5x 16.4x 14.9x 10.0x 8.7x
Michael Baker (BKR) $ 35.98 $ 321 $ 210 15.6x 12.0x 12.4x 6.9x 6.1x
* Priced as of April 20, 2010 (close)
Operational Improvements to Create Value
Revenue growth via expansion into new geographical territories – Currently, Baker has very little
involvement in the Pacific West, the Midwest, and most of the Southeast regions. The company has a
strong presence in the Northeast and Mid-Atlantic regions and adequate presence in some states in the
West and South. In the overall industry, construction services have been growing rapidly to open up the
Northwest and Southeast to provide protection against hurricanes and other disasters. Baker will focus on
expanding geographically to cover the rest of the United States. In addition, we plan to accelerate new
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5. project delivery methods, such as the design/build model, which can be more profitable than traditional
design contracts, in these new territories.
Revenue growth via expanded federal market penetration – Currently, Baker provides most of its federal
services to the Department of Defense (DOD) and Department of Homeland Security (DHS) with FEMA
and US-VISITS. Baker plans to leverage these existing relationships to expand contracting opportunities
with other federal departments including the Department of Energy (DOE), Department of State (DOS),
and Department of Justice (DOJ). Opportunities with the DOE include the design/build of various
facilities (office, testing, and maintenance), while DOS presents opportunities in the hardening of existing
embassy facilities. The DOJ needs contractors to design and build correctional facilities and improve
courthouse information management systems. Preliminary efforts to gain access to federal contracts with
these agencies are already in process, and the possibility of contracting them is extremely optimistic.
Revenue growth via cross-selling of construction services to existing clients – Baker’s main service
offerings centers around design/engineering and architectural services. The company does not control the
entire construction contracting process, from design/engineering to end construction. Design/build
contracts tend to have higher margins than traditional design contracts and often include performance
incentives. Only 15 of its 50 offices have personnel with expertise in construction management and
inspection. This revenue initiative focuses on expanding its market share with existing customers through
the cross-selling of its construction management services to current design, engineering, and/or
architectural services customers.
Revenue growth via increased private sector mix – Baker has not focused its efforts on the
commercial/private sector market, partially due to the economy and limited opportunities. It will dedicate
more resources to this market in order to enhance overall growth and provide diversification to decrease
dependence on federal contracts.
Cost cutting initiatives – Baker will roll out process improvement initiatives centered around improving
labor and subcontractor utilization efficiency to increase margins. In addition, we plan to revitalize its
sales force by implementing more efficient marketing & sales spending to create brand equity and gain
traction in the private sector. With the expertise of the individuals we bring in, we plan to improve project
and financial management to lower overhead costs.
Increase leverage – Currently, Baker has zero debt and is underleveraged compared to its competitors.
Having had debt several years ago and having received over $37 million in cash from the sale of its
energy sector, Baker has the capacity to take on debt for a more efficient capital structure.
Aligning incentive to retain and foster talent – The management was replaced in 2008 with an
experienced CEO and CFO, whom we plan to retain. Baker can align incentives by increasing top and
middle managements’ share of equity to retain and motivate the best talent.
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6. Investment Risks
Decline in economic conditions could affect profitability and cash flow generation. Even though Michael
Baker Corporation has benefited from the ARRA federal stimulus, due to the upfront nature of its
services, less than 30% of the stimulus allocations for infrastructure projects have been paid out. Federal
projects not attached to the stimulus, such as projects attributed to state and local government agencies,
have the possibility of being delayed or postponed due to lack of funding and political interference.
Furthermore, while the private sector only accounts for 10% of the company’s revenue, the company has
identified the area as a major component of its continual growth strategy; however, a economic decline
can dramatically diminish private capital expenditures and decrease the amount of opportunities available.
If the economy worsens or recovers much more slowly than expected, Baker’s future revenue and
profitability could be negatively impacted as the amount of stimulus opportunities is depleted.
Changes in the government’s spending priorities could affect future revenue and growth prospects.
Baker’s primary customers that compose a substantial portion of the revenue and backlog include various
agencies that operate on funding provided by the U.S. federal government, state, and local governments.
Consequently, any significant changes and fluctuations in the government’s spending priorities, either as
a result of policy changes or economic downturns, may directly affect future revenue streams.
Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project
may take more than one year to perform. As a result, at the beginning of a project, the related contract
may only be partially funded, with additional funding committed only as appropriations are made in each
subsequent year. These appropriations, and the timing of payments, may be influenced by issues such as
the state of the economy, competing political priorities, oversight delays, budget constraints, or the overall
level of government expenditures. Additionally, reduced spending by the U.S. government may create
competitive pressure which could lead to lower revenues and margins in the future.
Strong dependence on fixed-price contracts could create cost-control problems. Many federal contracts,
especially relating to the infrastructure stimulus, are fixed-price contracts, which can generate higher
levels of profits than other contract types; however, they can also lead to cost overrun and losses. Possible
cost-control problems due to underestimation, subcontractor cost inflation, and other external
environment risks can be prevalent.
Competitive billing pressure could affect ability to secure contracts. Baker competes with many other
large engineering consulting firms in a fairly fragmented industry, as well as with many local/specialized
engineering companies. If competition increases in any sector or geographic region, the market
fragmentation can be reduced, leading to increased billing/pricing pressures.
Breakdown in partnership, joint venture, and subcontractor could affect company performance. Baker
provides many of its services through partnerships and joint ventures with other contractors, construction
services providers, and the like. If its partners or subcontractors fail to perform their obligations
satisfactorily as a result of financial or other difficulties, Baker may be unable to perform or deliver its
contracted services and be required to make additional investments in a project to ensure completion.
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7. Statement-
Summary Financials (Income Statement- Base Case)
Income Statement
(US$ in 000's) 2007A 2008A 2009A 2010E 2011E 2012E 2013E 2014E 2015E 2016E
Engineering services revenue breakdown
Federal government $ 196,500 $ 238,800 $ 217,500 $ 225,113 $ 233,554 $ 242,896 $ 252,612 $ 262,717 $ 273,225 $ 284,154
State and local government 160,700 173,200 181,000 185,525 190,627 196,346 202,236 208,303 214,552 220,989
Domestic private industry 44,300 43,900 46,700 48,802 51,120 53,676 56,359 59,177 62,136 65,243
Total Reveunues 401,500 455,900 445,200 459,439 475,301 492,918 511,208 530,197 549,914 570,386
Cost of work performed 321,850 371,397 357,197 357,135 369,465 383,159 397,377 412,138 427,464 443,378
Gross profit 79,650 84,503 88,003 102,304 105,836 109,758 113,831 118,059 122,450 127,008
Selling, general and administrative expenses 53,122 51,232 57,422 59,259 61,304 63,577 65,936 68,385 70,928 73,569
EBIT 26,528 33,271 30,581 43,045 44,531 46,182 47,895 49,674 51,522 53,440
Depreciation & Amortization 5,039 4,952 5,592 5,329 5,329 5,329 5,329 5,329 5,329 5,329
EBITDA 31,567 38,223 36,173 48,374 49,860 51,511 53,224 55,004 56,851 58,769
Interest income 303 642 160 160 160 160 160 160 160 160
Interest expense (554) (93) (70) 15,800 12,318 10,075 7,895 5,588 2,012 0
Other, net (55) 66 101 101 101 101 101 101 101 101
Income before income taxes 28,446 36,951 37,829 59,106 57,110 56,518 56,051 55,524 53,794 53,701
Provision for income taxes 11,079 14,422 13,234 22,256 21,504 21,281 21,105 20,907 20,256 20,220
Net Income 17,367 22,529 24,595 36,850 35,606 35,237 34,946 34,617 33,539 33,480
Forcast Drivers
Revenue growth:
Federal government 12% 22% -9% 3.5% 3.8% 4.0% 4.0% 4.0% 4.0% 4.0%
State and local 6% 8% 5% 2.5% 2.8% 3.0% 3.0% 3.0% 3.0% 3.0%
Domestic private industry -17% -1% 6% 4.5% 4.8% 5.0% 5.0% 5.0% 5.0% 5.0%
Expenses as % of sales:
Cost of work performed 80.2% 81.5% 80.2% 77.7% 77.7% 77.7% 77.7% 77.7% 77.7% 77.7%
Selling, general and administrative expenses 13.2% 11.2% 12.9% 12.9% 12.9% 12.9% 12.9% 12.9% 12.9% 12.9%
Effective Tax Rate 39% 39% 35% 37.7% 37.7% 37.7% 37.7% 37.7% 37.7% 37.7%
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8. LBO Modeling and Valuation Summary
A
Sources and Uses (US$ in 000's)
Sources Pro Forma Capitalization
Term Loan 140,000 Pro Forma
Mezzanine Debt 50,000 12/31/2009 Adjustment 12/31/2009
Common Equity 139,389 Cash $ 105,259 $ (84,207) $ 21,052
(1)
Excess Cash 84,207
Total Sources $413,596 Exisiting Debt 0 0 0
(1) 80% of cash used in buyout, 20% remain for operations
Revolver 0 0 0
Uses Term Loan 0 190,000 190,000
Equity Consideration
(2)
407,484 Total Senior Secured Debt 0 140,000 190,000
Investment Banking Fees 4,075 Mezzanine 0 50,000 50,000
Mezzanine Underwriting Fees 2,037 Total Debt 0 190,000 240,000
Refinance existing debt 0
Total Uses $413.6 Common Equity 9,403 0 9,403
(2) Assumes 30% Bid Premium on 4/9/10 Stock price Total Capitalization 114,662 105,793 270,455
Summary Financials
(US$ in 000's) 2007A 2008A 2009A 2010E 2011E 2012E 2013E 2014E 2015E 2016E
Income Statement Summary
Total Reveunues $401,500 $455,900 $445,200 $459,439 $475,301 $492,918 $511,208 $530,197 $549,914 $570,386
Revenue growth % -37.9% 13.5% -2.3% 3.2% 3.5% 3.7% 3.7% 3.7% 3.7% 3.7%
Cost of work performed 321,850 371,397 357,197 357,135 369,465 383,159 397,377 412,138 427,464 443,378
Gross profit 79,650 84,503 88,003 102,304 105,836 109,758 113,831 118,059 122,450 127,008
Gross margin % 20% 19% 20% 22% 22% 22% 22% 22% 22% 22%
Selling, general and administrative expenses 53,122 51,232 57,422 59,259 61,304 63,577 65,936 68,385 70,928 73,569
EBIT 26,528 33,271 30,581 43,045 44,531 46,182 47,895 49,674 51,522 53,440
Depreciation & Amortization 5,039 4,952 5,592 5,329 5,329 5,329 5,329 5,329 5,329 5,329
EBITDA 31,567 38,223 36,173 48,374 49,860 51,511 53,224 55,004 56,851 58,769
Balance Sheet Summary
Cash and cash equivalents 22,052 49,050 105,259 21,052 21,052 21,052 21,052 21,052 32,633 60,525
Receivables 109,453 113,676 76,455 78,900 81,624 84,650 87,791 91,052 94,438 97,953
Unbilled revenues on contracts in progress 88,214 70,455 49,605 51,192 52,959 54,922 56,960 59,076 61,272 63,553
Property, Plant and Equipment, net 16,776 16,671 12,578 14,693 17,180 20,074 23,275 26,795 30,646 34,841
Secured Debt 0 0 0 90,253 58,213 27,070 0 0 0 0
Mezz Debt 0 0 0 50,000 50,000 50,000 46,570 16,765 0 0
Statement of Cash Flows Summary
Net cash provided by operating activities: 14,107 23,450 49,077 52,536 39,856 39,367 39,030 38,654 37,526 37,416
Net cashed provided by investing activities: (492) (4,847) (6,154) (2,790) (7,816) (8,223) (8,530) (8,849) (9,180) (9,524)
Total pre-debt repayment cash flow 49,747 32,040 31,144 30,500 29,805 28,346 27,892
Cash Flows from Financing Activities:
Secure debt paydown 0 0 0 (49,747) (32,040) (31,144) (27,070) 0 0 0
Mezz debt paydown 0 0 0 0 0 0 (3,430) (29,805) (16,765) 0
Net cash used for financing activities (4,745) 8,395 13,286 (49,747) (32,040) (31,144) (30,500) (29,805) (16,765) 0
Net increase in cash and cash equivalents 8,870 26,998 56,209 0 0 0 0 0 11,581 27,892
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