Primoris Services Corporation · NYSE:PRIM
Primoris Services — Rhapsody Acquisition — SPAC Merger (February 2008)
33 slides from Primoris Services's SPAC merger presentation, Feb 20, 2008
Slide 1: Road Show Presentation
Primoris Road Show Presentation Corporation The attached slide show was filed with the Securities and Exchange Commission on February 20, 2008 as part of the Form 6K fled by Rhapsody Acquisition Corp (‘Rhapsody’). Rhapsody is holding presentations or certain ofits stockholders, 25 well as other pers
Slide 2: Merger of Rhapsody Acquisition Corp & Primoris Corporation
Primoris Corporation MERGER OF RHAPSODY ACQUISITION CORP (RPSD, RPSDW, RPSDU) & PRIMORIS CORPORATION February 2008
Slide 3: Safe Harbor
: : Primoris Safe Harbo ‘ \ Corporation This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Rhapsody, Primoris and their combined business after completion of the proposed acquisition. Forward looking statements a
Slide 4: Investment Highlights
Primoris Investment Highlights Corporation One of the largest specialty contractors in the western US, primarily serving the growing energy and power industries = Growth company in a growing industry a High return on invested capital = Proven and experienced management team a Proven track record of
Slide 5: Company Snapshot
Primoris Corporation Company Snapshot = December 31, 2007 unaudited Revenue and EBITDA of $548 million and $32.7 million, respectively = Three-year compound average Revenue and EBITDA growth of 16.3% and 58.4%, respectively = Diversified project mix and expansive geographic coverage throughout the W
Slide 6: Transaction Overview
Transaction Overview Primoris Corporation = Rhapsody will issue 24,094,800 shares to Primoris’ stakeholders, representing 79.3% ownership in the combined entity immediately after the merger = Over the next 2 years, Primoris’ shareholders may eam an additional 5.0 million shares (for a total consider
Slide 7: Attractive Valuation
Primoris Attractive Valuation Corporation Using latest twelve-month financial data, Primoris has Lower Price to Earnings, Enterprise Value to EBIT and Enterprise Value to EBITDA multiples than the median of the publicly traded peer group ("2) = Significant opportunities to grow, both organically and
Slide 8: Today: Structure and Markets Served
Primoris Today Primoris Corporation Structure and Markets Served 64% of Revenue” Primoris 14% of Revenue 22% of Revenue As 36% of Revenue* 29% of Revenue = Leading west coast = One of the largest underground Industrial contractors in contractor Calfomia's energy market Power & Energy Focus On? ust =
Slide 9: History and Milestones
History and Milestones , Corporation Primoris 2008 2005 2 1946 - Primoris’ predecessor entity Alex Robertson is formed 1960 - ARB, a Primoris subsidiary, is formed 1983 - Brian Pratt elected CEO of ARB, Inc. 1989 - Acquired substantially all of the assets and key operating personnel of Oilfield Cons
Slide 10: Proven, Experienced Management
Proven, Experienced Management , Primoris Corporation = Executive management team will own approximately 58% of Rhapsody immediately following the consummation of the merger YEARS WI INDUSTRY aes PRIMORIS EABERIENGE Brian Pratt Chairman, President & CEO 30 Years 30 Years John P. Schauerman Chief Fin
Slide 11: Long-Standing Blue-Chip Customer Relationships
Long-Standing Blue-Chip Customer / . a» Primoris Relationships | A Corporation a Primoris customer base includes industry leaders in the power and energy industries = Average customer tenure of 20 years with many dating back to the Company's early years * Leads to recurring project work for many of
Slide 12: Business Unit: ARB, Inc. - Underground
Primoris Business Unit: ARB, Inc. - Underground Corporation The Underground group installs, replaces, repairs and rehabilitates crude, natural gas, refined products, water/wastewater pipelines and electric and communication underground installations. = One of the largest pipeline contractors in the
Slide 13: Business Unit: ARB, Inc. - Industrial
Primoris Business Unit: ARB, Inc. - Industrial Corporation The Industrial group provides a comprehensive range of services, from turnkey construction to retrofits, upgrades, repairs, and maintenance of industrial plants and facilities. = One of the largest power generation and refinery contractors i
Slide 14: Business Unit: Onquest
Business Unit: Onquest Primoris Corporation The Onquest group specializes in designing, supplying, and installing high-performance furnaces, heaters, burner management systems, and related combustion technologies for clients in the oil refining, petrochemical and power generation industries. m FY 20
Slide 15: Business Unit: Cardinal Contractors
Business Unit: Cardinal Contractors Primor Corporation Cardinal Contractors specializes in design build and construction of facilities dedicated to reverse osmosis, desalinization, and water/wastewater treatment projects. Formed in 1984 and acquired by Primoris in 2004, Cardinal Contractors serves t
Slide 16: Business Unit: ARB Structures
Business Unit: ARB Structures The Structures group de: Primoris Corporation ins and constructs complex commercial and industrial cast-in-place concrete structures. Formed from the 1996 acquisition of Saffel & McAdam Specializes in concrete parking structures One of the few specialty contractors in S
Slide 17: Sustainable Competitive Advantages
Primoris Sustainable Competitive Advantages Corporation High-Quality Long-Standing Blue-Chip Strong Financial Position Management Team Customer, Base nob7 Revenue: seta mam s Deep relationships with the leading energy and = DOOT:Revey er Sota mion ‘= Industry leader with exemplary reputation for qua
Slide 18: Industry Growth Trends
Primoris Corporation Investment spending by energy companies expected to increase 50-60% from 2006-2010 = Onshore pipeline construction spending in North America is projected to be $43 billion between 2008 and 20122 = Itis estimated that refineries will spend approximately $37 billion on maintenance
Slide 19: Compelling Growth Opportunities
Primoris Compelling Growth Opportunities Corporation = New services to existing clients = New clients with existing services u New geographies with existing clients = Further develop skills to enhance Primoris’ menu of services to apply to existing geographies and clients = Leverage extensive attrib
Slide 20: Sample Projects
Sample Projects
Slide 21: Business Unit: ARB, Inc. - Industrial Recent Projects
Business Unit: ARB, Inc. - Industrial Primoris Recent Projects Corporation = Saxon / Fluor (Beowawe, NV) © 220MW Coal Fired Power Plant ‘© Fabricated and installed coal silos, spray dryer absorber and tanks © Contract value: $10 mm = Jacobs / BP (Wilmington, CA) © Wilmington Refinery ‘© Installation
Slide 22: Business Unit: ARB, Inc. - Underground Recent Projects
Business Unit: ARB, Inc. - Underground y Primoris Recent Projects Corporation = Port of Long Beach (Long Beach, CA) * Pier D and Pier T Pipeline relocation © Horizontal Directional Drill and Tie-ins © Contract value: $5 mm = Makar Development (Huntington Beach, CA) © Built the Pacific City infrastru
Slide 23: Business Unit: ARB Structures Recent Projects
Business Unit: ARB Structures Recent Projects Summit Phase V Parking Structure © Siclevel, 1,233 stall above-grade parking structure over 382,324 square feet © Contract value: $12 mm Santa Monica Civic Center Parking Garage © Sielevel, 890 stall above-grade parking structure built to Leadership In E
Slide 24: Business Unit: Onquest Recent Projects
Business Unit: Onquest Recent Projects EI Segundo Refinery © Revamp of Continuous Catalytic Reformer (CCR) unit to increase capacity by 20% with three naphtha feedstocks to provide flexibility and an environmental limit of § ppmvd NOx. ‘Ammonia Reformer Expansion © Expansion of the primary ammonia r
Slide 25: Business Unit: Cardinal Contractors Recent Projects
Business Unit: Cardinal Contractors Recent Projects Primoris Corporation = City of Clewiston RO WTP © Reverse osmosis water treatment plant © Contract value: $13 mm = Hillsborough County Valrico © 8 MGD Expansion © Contract value: $60 mm = NW Class A Sludge Processing Facility © Contract value: $11
Slide 26: Financial Overview
Financial Overview T = ——
Slide 27: Historical Backlog
Historical Backlog Primoris Corporation $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 Backlog By Business Unit (millions) @ Cardinal Contractors| DOnquest CARB Structures industrial Underground 2006 2007
Slide 28: Gross and Operating Profit Margin
Primoris Corporation 2005 2006 2007 m Gross Profit Margin m@ Operating Profit Margin
Slide 29: Historical Financial Results
- A : 7 Fp Primoris Historical Financial Results Corporation Unaudited Income Statement & EBITDA Calculation’ (in millions) 2005 2006. 2007 Revenue $362.5 $438.8 $547.7 Cost of Goods Sold 337.5 399.2 488.3 Gross Profit 25.0 39.6 59.4 ‘Gross Profit Margin 6.9% 9.0% 10.8% Selling, General & Administra
Slide 30: Balance Sheet
Primoris Balance Sheet Corporation Summary Unaudited Balance Sheet! (in millions) 2005 2008 2007 ASSETS Current Assets Gash and Cash Equivalents 5169 $121 $620 Accounts Receivable, Net 59.1 1059 1133, Cost and Estimated earnings in Excess of Billings 184 145 M4 Other Current Assets 18 105 142 Total
Slide 31: Investment Highlights
Investment Highlights
Slide 32: Corporation
Primoris Corporation Strong Industry Growth Trends Market-Leading Position Strong Financial oe Performance Significant Barriers to Entry Primoris Corporation A Highly Qualified Labor Proven, Experienced gy Long-Standing Blue- Management Team Chip Customer Relationships
Slide 33: Investment Highlights
Primoris Corporation Investment Highlights One of the largest specialty contractors in the western US, primarily serving the growing energy and power industries = Growth company in a growing industry = High return on invested capital a Proven and experienced management team a Proven track record of