M&A Services

How to Evaluate an A/E Firm Before You Buy It

Evaluating an architecture or engineering firm comes down to two questions: how much cash the business puts in the owner's pocket each year, and how much of that depends on the owner who is leaving. The trucks, the computers, and the office lease barely move the number.

The value is invisible, so make someone explain it

People get excited buying a house. It is big, visible, and easy to picture yourself living in. A firm is a few trucks, some computers, and a large amount of goodwill nobody can point to. That gap is why buyers hesitate on deals that are actually sound, and it is why the first thing to ask a seller is where the value comes from.

The answer should be cash flow. Not the client list in the abstract, not the reputation, not the years in business. Those things matter because they produce cash flow, and cash flow is what repays the loan and then pays you.

Start with what the owner actually takes home

Ask for three to five years of financials along with the owner's add-backs: personal vehicles, family members on payroll, one-time expenses. What you are rebuilding is seller's discretionary earnings for a smaller owner-operated firm, or EBITDA for a firm with real management depth below the owner.

Then apply the range. A/E and land surveying firms in the $1M to $10M in sales band generally trade at 5x to 7x EBITDA, or 2x to 4x SDE for smaller owner-operated shops. If the asking price sits outside that, the seller needs a reason, and "we have been here 30 years" is not one. Our guide on how to value an A/E firm for an exit walks through the calculation.

Ask how much of the firm runs through the owner

This is the question most buyers skip and every bank asks. If the owner personally holds the client relationships, stamps the drawings, and wins all the work, then a large part of what you are buying walks out the door on closing day.

Look for evidence the firm can be separated from the person: project managers who own their own clients, a second licensed professional, someone other than the founder bringing in work. Where those are missing, the price should reflect it and the transition period has to be longer.

Read the backlog and the client list

Signed backlog tells you what is already sold. Client concentration tells you how quickly it could disappear. A firm where one client is 40 percent of the work carries a different risk than one with sixty clients, even at identical revenue.

You are entitled to every answer

If you are putting your savings into a business, you should be able to ask any question and get an answer before you commit. A serious seller provides a comprehensive overview of the business, a real walk through the financials, and room to come back with follow-ups. A seller who will not is telling you something.

You also get a second opinion at no cost to you. On a bank-financed deal the lender orders an independent valuation and runs its own diligence with its own money at risk. That read is worth more than any assurance from the other side of the table.

If you are early in the process, our engineering businesses overview and the current businesses for sale listings are the place to start.