Concrete Pumping Holdings, Inc. · NASDAQ:BBCP
Concrete Pumping — Merger or Acquisition (March 2019)
24 slides from Concrete Pumping's merger presentation, Mar 18, 2019
Slide 1: CPH to Acquire Capital Pumping, a Leading U.S. Concrete Pumping Provider
CPH to Acquire Capital Pumping, a Leading U.S. Concrete Pumping Provider a March 18, 2019
Slide 2: Disclaimer
Disclaimer ee mporantinformason ‘Ths esrion (nes Pesetaior) Srotnenca tom ne bss fry iesinetcecson sr ntmon!pupeses ony ard ces ot csi a fe sl aslcison of nor ba ra ecomenon Wo prase ay ey ct cr cne feacal renames f Coes Paring Hogs We. he “Comer of De Company's aes Ay eae or Ssroson of Pes peseratO
Slide 3: Introduction to CPH Senior Management
3 Introduction to CPH Senior Management Bruce Young Chief Executive Officer CEO of CPH: 2008-Present CEO of Eco-Pan: 1999—Present Manager of Brundage-Bone concrete pumping operations: 2001 — 2008 38 years of industry experience lain Humphries Finan = CFO of CPH: 2016 - Present = CFO of Wood Group PS
Slide 4: CPH's Proven M&A Platform
CPH's Proven M&A Platform ee ee M&A Playbook Acquisitions since 2015 = Acquirer of Choice: Completed 45+ acquisitions Purchase Est. Acquisition since 1983 (avg. pre-synergy Adjusted EBITDA alae) Locations fe Adjusted EBITDA multiples <4.5x) Mewes) Cane) Solid Rock ™ $14 = Benefits of Scale: Track re
Slide 5: Transaction Highlights
Transaction Highlights CPH acquiring Capital Pumping ("Capital"), a leading U.S. concrete pumping provider, with FY 2018 revenue of $49 million and Capital Adjusted EBITDA of $23 million® Transformational transaction consistent with CPH's acquisition strategy Strategic — Increases efficiencies of sc
Slide 6: Overview of Capital Pumping
i Overview of Capital Pumping ~ ne ee Capital Pumping Overview = Capital Pumpingis a leading provider of concrete pumping services to the Texas commercial and residential construction sectors Product offering includes boom pumps, trailer pumps and placing booms Capital operates the youngest fleet of
Slide 7: Attractive Transaction Economics
Attractive Transaction Economics eg 80 ee (Sin milions) Purchase Multiple (EV / FY 2018A Capital Adjusted EBITDA®) sx 7 36x Capital Captal Standalone Pro Foma™ $129.2 $18.6 $12 $1004 a S@0o0 $49 S277 Capital Standalone EBITDA Synergies, Capital Pro Forma Purchase NPV ol Tax NPVof Capex NPVofReal Pro
Slide 8: Illustrative Transaction Sources and Uses
Illustrative Transaction Sources and Uses (Sin milions) Sources New Equity Secunties $95 Transaction Purchase Price $129 Incremental Term Loan BO 40 Transaction Fees & Expenses 6 Total Sources $135 Total Uses $135 Note: The financing structure is presented for illustrative purposes only, The actual
Slide 9: Transaction Structure and Cash Flow Generation Supports Deleveraging
Transaction Structure and Cash Flow Generation Supports Deleveraging SSS —te Enhanced Leverage Profile Net Debt /Adjusted EBITDA 4x =| <3.5x = Proposed transaction is expected to significantly deleverage CPH << 25x = Combined company will generate significant synergies and cash flow, allowing rapid
Slide 10: Increased Scale in Highly Fragmented Industry
Increased Scale in Highly Fragmented Industry U.S. Conerete Pumping Industry (Percent of Concrete Pumping Spend) Capital Acquisition Furthers CPH's Ability to Better Combined Serve Customers company has ~13% share m= Most competitors serve only local areas and lack breadth of equipment (typical flee
Slide 11: Scale Provides Advantages
Scale Provides Advantages SSS t—te (i) Meaningful discount on OEM capex purchases and parts Purchasing Meaningful discount on fuel purchases by buying wholesale Able to negotiate discount on insurance with a more robust Health, Safety and Environmental program a ——————e Ect Can bid on larger, more c
Slide 12: Compelling Combined Fleet Profile
Compelling Combined Fleet Profile Comments Branches * Opportunity to benefit from = a) more efficient use of 12 % ve consolidated footprint q * Branch scale efficiencies Fleet Size * Significant scale allows fleet optimization / higher os “4 1.088 ulilization, and capital, parts and fuel procurement
Slide 13: Overview of Transaction Synergies
Overview of Transaction Synergies (Sin milions) Identified Run-Rate EBITDA Synergies Identified Free Cash Flow Benefits (NPV) Real Estate Benefits 9 Fleet Procurement Savings a "Sale of excess, “Fuel owned properee “Pars Capex Benefits Pet rep Corporate Overead Savings ‘le reepoymen [HQensouison Sca
Slide 14: Attractive Combined Financial Profile
Attractive Combined Financial Profile ee ee (Sin milions) " + a a FY 2018 Adjusted Revenue $2519 $49 $307" Adjusted EBITDA 338) 238 114) Adjusted EBITDA Margin (%) 33% 48% 36% Capex 28 ) 28 Adjusted EBITDA Less Capex 55 14 83 Adjusted EBITDA Less Capex (as a % of Revenue) 2% 28% 2% Not: Combined fin
Slide 15: Combined Platform with Significant Scale and Diversity
Combined Platform with Significant Scale and Diversity mm eeeeeees—te Diversity Provides Resiliency Geographic Diversity"... «Even within the US) mus UK "South mWest «Central =-Sowheast = Mountain End Market(®) Service Line” = Commercial wm Residential» Inrasiuctue T= Concreie Pumping = Environmenta
Slide 16: Complementary Texas Footprint
Complementary Texas Footprint to merge overlapping branch footp post transact + 16 branches + 3branches >& Austin HQ + 12 branches + Consolidated network of 25 branches
Slide 17: Increased Exposure to Highly Attractive Texas Region
Increased Exposure to Highly Attractive Texas Region 2019 Non-Residential Construction Forecast by State!” Wi sre 27% mi sane0 025% mi ssny ses pacing 094 Texas Non-Residential Construction (Sbn)") Texas Housing Starts (000s)" Gea nap (Gh Occasesusress masigence 2018 Nom Anan Corsmcion Forcast Rep (
Slide 18: Attractive Financial Profile & Valuation Versus Peers
Attractive Financial Profile & Valuation Versus Peers ee ee EV/FY 2018A Adjusted EBITDA EV/ (FY 2018A Adjusted EBITDA - Capex) Discount vs. Specialy Rental Pers (24) ~(30%6) Discount vs. Specialy Rental Pers (24): ~(4236) Discount vs. Specialy Waste Peers (2) ~(4196) Discount vs. Specialy Waste Peer
Slide 19: Appendix
CONCRETE: PUMPING HOLDINGS Concrete Pumping Holdings, Inc. Appendix
Slide 20: Large, Growing Market Supported by Compelling Tailwinds
Large, Growing Market Supported by Compelling Tailwinds @ Us. concrete Production (Millions of cubic yards} HUVHKYS HT Bw NHR BH 6 7 Concrete productionis~23% below prior peak Industry labor constraints extencing recovery. © concrete Pumping Gaining Share (%oftotal U.S. concrete placement thatis pum
Slide 21: Illustrative Shares and Other Equivalents Outstanding
Illustrative Shares and Other Equivalents Outstanding ee ee Total Potential ommon Stock Other Shares and Equivalents Outstanding Outstanding Stock (Fully Diluted) Outstanding Shares Pro Forma for ‘Shares Underlying ‘Shares Underlying Capital Transaction Convertible Securities™" Outstanding Warrants)
Slide 22: CPH Credit Facilities Summary
CPH Credit Facilities Summary ~ $357 million Term Loan Facility!) ~ $60 million ABL Revolver” - Term Loan Facility: Libor + 600bps ~ ABL Revolver: Libor + 175-225bps based on leverage levels a - Term Loan Facility: 7 Years (December 6", 2025) - ABL Revolver: 5 Years (December 6", 2023) GCURUP Uae ii
Slide 23: Reconciliation of Capital Net Income to Capital Adjusted EBITDA
Reconciliation of Capital Net Income to Capital Adjusted EBITDA me Net income $13,551 St1677 14.247 Interest Expense 768 72 628 Interest Income (34) (20) (39) Misc. Income = = 1) DBA 8.434 9548 10,943 Reported EBITDA s72720 $21,927 $25,152 ‘Adjustment for Normaized Level of Gain on Sale (1.161) (1.7
Slide 24: Reconciliation of CPH Net Income to Adjusted EBITDA
4 Reconciliation of CPH Net Income to Adjusted EBITDA ‘Revenue Pro Formafor Aogitions evens, ores was 2ias azn $ pez UN cae Papin Canot iene (resoRiston a 50 a (aren ven (reset ne 1353 1978 es ‘venue Pro Fora or Aegon ate ass 2a maze corsa omery aeisren" 200) 8) s 119 ‘Adjusts Revenue Pro Formafor A
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