MY EXPERIENCE $10 Million site contractor liquidated $20 Million utility contractor brothers sale to one of the brother’s sons China Construction acquisition of Plaza Construction EOS Partners acquisition of Five Star Electric Greenstar sale to Tutor Perini Specialty Service Group Schiavone sale to Dragados John Picone sale to Dragados $10 Million cell tower contractor sale to a private equity firm October

THE LIQUIDITY PROCESS Things to consider when preparing to sell your business? How much is your business worth? Valuation methodologies The process Sample engagement October

Preparing to Sell Your Business

October

BOTTOM LINE QUESTION WHAT IS YOUR BUSINESS WORTH TO YOU How much do you take from the business: Family members Perks Benefits Rental stream How much of your lifestyle and social well being is defined by the business? If you sell, what would you do? What will you have to live on after selling? What is your current standard of living and is this enough? October

LET’S REVIEW SELLING SCENARIOS Sales to family members Sales to employees Sales to an ESOP Sales to a competitor Sales to someone entering the market Sales to an international contractor Sales to a Private Equity Firm An IPO October

LET’S REVIEW SELLING SCENARIOS Do any of these work? Pros and cons Maximizing value Preserving corporate name and culture Key employees Risks and rewards of each scenario October

VALUATION METHODOLOGIES Asset Based Net asset value Income Based Discounted cash flow method Income capitalization method Market Based Guideline public company method Comparative (M&A) transactions method October

VALUE DRIVERS/RISK FACTORS THAT INCREASE/ DIMINISH STRATEGIC OR TRANSFERABLE VALUE Risk factors could result in FMV being greater than transferable or strategic value, or eliminating transferable/sellable value. Factors could be viewed differently depending on type of transaction. Impact can only be viewed through the eyes of the beholder. We can make some assumptions strategies typically employed by various buyer groups Value Driver/Risk FactorFMV Hypothetical Transferrable Financial Value Strategic Value Size LowHighCase Specific Stability of Free Cash Flow High Medium Diversified Customer Base MediumHighLow Reliance on Owner(s) LowHigh Business Systems and Processes LowMediumHigh Reliable Financial Reporting LowMediumHigh Management Team LowHighLow Motivated/Dedicated Workforce LowHighLow Physical Appearance/Condition of the Business LowHighMedium Impact on Value October

11 October 2014

The Process

THINKING OF SELLING? SIX ACTIONS TO PREPARE FOR A LIQUIDITY EVENT Have a strategic plan Shore up your management team – it can be a factor Get your financial house in order. Polish your operational processes Prepare for invasive due diligence Choose the right advisors at the right time October

HAVE A STRATEGIC PLAN Contractors should be in control of their own destiny and have a strategic plan Understand why selling the business makes the most sense at this particular time, Why the company will make an attractive acquisition target. The business plan needs to be crystal clear, explaining – and supporting – the long-term value of the company The plan should also cover the strategies and opportunities for growth October

SHORE UP YOUR MANAGEMENT TEAM – IT CAN BE A FACTOR Do you have the best people on board who can impress a private equity investor? Does every person on the management team possess the proper skill set required to keep growing and reinventing the business? If not, some difficult decisions may need to be made. October

GET YOUR FINANCIAL HOUSE IN ORDER. When potential buyers analyze a target company, they want to know the firm: Has the right systems The right processes, and The right internal controls are in place to They are looking to ensure that the numbers are accurate Does your CFO have the experience necessary to execute a liquidity event Audited financial statements are a must-have October

POLISH YOUR OPERATIONAL PROCESSES Are your operations running efficiently, including Information technology (IT) Finance Corporate Governance Compliance October

PREPARE FOR INVASIVE DUE DILIGENCE The financial crisis changed the relationship between buyers and sellers. Private equity firms are now conducting a degree of due diligence never seen before. The potential acquirer may scrutinize every material Contract Every document Every settlement and lawsuit Every vendor agreement, and Confidentiality agreement Maintaining a document file that provides easy access to documentation is one of the most productive due diligence support measures any company can take. October

CHOOSE THE RIGHT ADVISORS AT THE RIGHT TIME It is critical to select those who possess specialized expertise They will help you to maximize the return on this most important transaction Advisors should include: Investment banking Accounting, and Legal advisors October

Potential Engagement

METHODOLOGY October

THE APPROACH October

UNDERSTAND NEEDS Corporate culture Ownership structure Goals and objectives of the shareholders Capital structure Historical financial performance Approach to the market Business segments Existing and expected job backlog Client base and concentrations Ongoing litigation Key person risks Competition Understanding of current valuation and valuation expectations Competitive differentiators Industry dynamics that could affect the Company’s business The first step in conducting a thorough strategic alternatives analysis is to understand the intricacies of the business including but not limited to: October

SWOT ANALYSIS The SWOT Analysis is the foundation against which to analyze potential strategic alternatives. It’s shows a detailed understanding of The Company’s strengths, both internally and externally; The Company’s weaknesses, both perceived in the market as well as internal areas of risk; The organic and acquisition opportunities that are currently available to the Company given current market conditions; and The threats to the Company in the current market will allow for a thorough assessment of the fit of each strategic alternative with the Company’s current position and goals. October

MERGERS & ACQUISITIONS IN CONSTRUCTION * Dates based on their last financing date. Information pulled from PitchBook October

UPCOMING EVENTS 26 October 2014 For more information contact: Tom Kiley Client Relationship Executive

THANK YOU Jack A. Callahan, CPA Partner Construction Industry Practice Leader Tel: Mobile: Fax: October