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Architecture Engineering & Environmental Services Architecture Engineering & Environmental Services Earnings Call Synopsis / Q3 2018 Results 1 Content Summary Deal Spotlight Earnings Call Overview / Players In The Industry 7 Mile Advisors appreciates the opportunity to present this confidential information to the Company. This document is meant to be delivered only in conjunction with a verbal presentation, and is not authorized for distribution. Please see the Confidentiality Notice & Disclaimer at the end of the document. All data cited in this document was believed to be accurate at the time of authorship and came from publicly available sources. Neither 7 Mile Advisors nor 7M Securities make warranties or representations as to the accuracy or completeness of third-party data contained herein. This document should be treated as confidential and for the use of the intended recipient only. Please notify 7 Mile Advisors if it was distributed in error. 2 7 Mile Advisors is a partner-led middle-market investment banking firm providing strategic M&A, private capital transactions, and market insight for business owners, corporations, and private equity firms. The 7MA team has completed over 120 transactions in professional and technical services. We provide pragmatic advice, sector expertise, and innovative processes to help clients adeptly navigate the decision tree. Our high-touch processes with senior-led deal teams is the cornerstone of the 7MA process. * * * * * * * Deal executed by 7 Mile Advisors Principal while in another firm 3 We are pleased to present our review and synopsis of results and earnings call commentary for Q3 2018. This summary includes the most recent financial results for key publicly traded companies in the Architecture, Engineering & Environmental Services sector for the period July – September 2018. M&A Indicators: + Despite a recent decline in the overall equities market, including among AEC firms, Multiples remain relatively strong with publicly traded AEC companies averaging nearly 13.0x EBITDA, compared to the long-term average since 2014 of 11.4x. + Overall transaction volume remains steady with approximately 40 industry deals announced over the last 60 days. + Private equity remains keen on the sector with multiple new platform investments and add-on acquisitions announced recently. Recent 7 Mile Advisors Articles: + Technology and Delivery Models Are Reshaping Construction + Neil Churman Sits Down With Environmental Business Journal + Aerial Data Acquisition—What We’re Seeing from Above 4 Content Summary Deal Spotlight Earnings Call Overview / Players In The Industry 7 Mile Advisors appreciates the opportunity to present this confidential information to the Company. This document is meant to be delivered only in conjunction with a verbal presentation, and is not authorized for distribution. Please see the Confidentiality Notice & Disclaimer at the end of the document. All data cited in this document was believed to be accurate at the time of authorship and came from publicly available sources. Neither 7 Mile Advisors nor 7M Securities make warranties or representations as to the accuracy or completeness of third-party data contained herein. This document should be treated as confidential and for the use of the intended recipient only. Please notify 7 Mile Advisors if it was distributed in error. 5 • Ajax Building Corporation, one of the leading construction management firms in the Southeastern U.S., has joined the Structure Tone family of companies. • The move allows Ajax to access Structure Tone’s global network and resources and expands Structure Tone’s reach into the Southeast U.S. • The deal follows Structure Tone ownership restructuring in partnership with Global Infrastructure Solutions ("GIS") in 2017 to extend company ownership to all management and employees. GIS is comprised of engineering and construction executives that are committed to facilitating seamless ownership transitions and accelerating growth strategies. • The transaction extends Structure Tone’s reach in the Southeastern U.S. and brings a diversified set of project types including higher and K-12 education, city, county and state government, healthcare, and historic restoration. Ajax Building Corporation brings capabilities in both ground-up and interior construction projects and adds over 200 employees across Florida, Georgia, and South Carolina. • RS&H, an employee-owned architecture, engineering, and consulting firm in the United States, acquired Tsiouvaras Simmons Holderness (TSH), a Colorado-based transportation engineering and consulting firm. • The transaction provides RS&H with a substantial presence in the Colorado market, which the firm has served through its Aerospace & Defense, Aviation, and Corporate Practices since 2005. • TSH brings an excellent reputation for innovative planning and design of complex infrastructure projects as well as construction project management, administration, and field observation. 6 Content Summary Deal Spotlight Earnings Call Overview / Players In The Industry 7 Mile Advisors appreciates the opportunity to present this confidential information to the Company. This document is meant to be delivered only in conjunction with a verbal presentation, and is not authorized for distribution. Please see the Confidentiality Notice & Disclaimer at the end of the document. All data cited in this document was believed to be accurate at the time of authorship and came from publicly available sources. Neither 7 Mile Advisors nor 7M Securities make warranties or representations as to the accuracy or completeness of third-party data contained herein. This document should be treated as confidential and for the use of the intended recipient only. Please notify 7 Mile Advisors if it was distributed in error. 7 Within AEC services, dealmaking remains at a steady and rapid pace with more than 40 deals announced since the beginning of October. A host of strategic, private equity, and private-equity- backed portfolio companies were active in M&A over the last 60 days. Among the notable transaction multiples noted, WorleyParsons’ acquisition of Jacobs’ ECR division traded at approximately 11.7x EBITDA. In another transaction, NV5’s deal for CHI Engineering represented approximately 1.0x CHI’s revenue. Private equity remains focused on the AEC industry, with ENR Top 500 Design Firm, Kleinfelder, announcing a deal with Wind Point Partners. Oaktree Capital Management has been active in the sector, acquiring Stantec’s construction services business, which came over as part of its acquisition of MWH Global, and separately, investing in Montrose Environmental Group. Additionally, in two separate add-on deals, Atlas Technical Consultants (backed by Bernhard Capital Partners) acquired SCST and E-Technologies Group (backed by Falfurrias Capital Partners) acquired Glenmount Global Solutions. Nearly across the board, backlog and profitability among AEC firms remains high with a positive outlook for 2019. Uncertainty remains about a long-term U.S. infrastructure plan and recent declines in oil prices, but at a macro level, the industry appears to be on steady footing as 2018 heads toward a close. 8 Rev TEV / LTM Rev Growth EBITDA TEV / EBITDA Rev / Company TEV $m $m YoY GP % % Rev X X # FTEs FTE $k Willdan Group, Inc. 396 250 -6% 34% 8% 1.6 21.1 631 396 RPS Group plc 542 843 4% 25% 10% 0.7 6.7 5,340 158 NV5 Global, Inc. 893 397 31% 49% 12% 2.3 18.0 1,653 240 Arcadis NV 1,647 3,683 -4% 18% 6% 0.5 7.6 26,162 141 Stantec Inc. 3,278 2,701 2% 52% 9% 1.2 13.4 22,000 123 Tetra Tech, Inc. 3,505 2,201 8% 17% 11% 1.6 14.9 17,000 129 WSP Global Inc. 5,814 6,048 15% 18% 8% 1.0 13.0 42,000 144 AECOM 7,954 20,156 11% 3% 4% 0.4 9.4 87,000 232 SNC-Lavalin Group Inc. 8,415 8,076 21% 19% 10% 1.1 11.1 52,448 154 Jacobs Engineering Group Inc. 10,791 14,985 50% 19% 6% 0.7 12.3 74,400 201 Average 4,323 5,934 13% 25% 8% 1.1 12.8 32,863 192 Median 3,392 3,192 9% 19% 8% 1.0 12.7 24,081 156 Public Rev & EBITDA Multiples Over Time 16x 14x 12x 10x 8x 11.4x 6x 4x 0.9x 2x 0x Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jan-15 Jan-16 Jan-17 Jan-18 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Apr-14 Apr-15 Apr-16 Apr-17 Apr-18 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Feb-15 Feb-16 Feb-17 Feb-18 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Aug-14 Aug-15 Aug-16 Aug-17 Aug-18 Nov-14 Nov-15 Nov-16 Nov-17 Nov-18 May-14 May-15 May-16 May-17 May-18 TEV/EBITDA - Median TEV/Revenue - Median TEV/EBITDA - Average TEV/Revenue - Average For the most recent reporting periods as of 12.1.18 Source: Capital IQ 9 LTM Revenue Growth % LTM Gross Profit Margin % LTM EBITDA % Jacobs Engineering NV5 Global, Inc. Stantec Inc. Group Inc. Tetra Tech, Inc. NV5 Global, Inc. NV5 Global, Inc. SNC-Lavalin Group RPS Group plc Willdan Group, Inc. Inc. SNC-Lavalin Group WSP Global Inc. RPS Group plc Inc. SNC-Lavalin Group Stantec Inc. AECOM Inc. Jacobs Engineering WSP Global Inc. Tetra Tech, Inc. Group Inc. Willdan Group, Inc. RPS Group plc WSP Global Inc. Arcadis NV Stantec Inc. Arcadis NV Jacobs Engineering Arcadis NV Tetra Tech, Inc. Group Inc. AECOM AECOM Willdan Group, Inc. Median Median Median - 20% 40% 60% - 5% 10% 15% (20%) - 20% 40% 60% Average Rate: 13% Average Rate: 25% Average Rate: 8% For the most recent reporting periods as of 12.1.18 Source: Capital IQ 10 TEV / LTM Revenue TEV / LTM EBITDA Price / LTM Earnings Jacobs Engineering NV5 Global, Willdan Group, Inc.
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