Investor Presentation - September 2019 - Sterling Construction Company

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Investor Presentation - September 2019 - Sterling Construction Company
Investor Presentation
     September 2019
Investor Presentation - September 2019 - Sterling Construction Company
Disclosure: Forward-Looking Statements

   This presentation contains, and the officers and directors of the Company may from time to time make, statements that are
   considered forward–looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of
   1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our
   control, which may include statements about our: business strategy; financial strategy; and plans, objectives, expectations,
   forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this
   presentation, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology
   such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
   “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. The forward-looking
   statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions
   made by our management. These estimates and assumptions reflect our best judgment based on currently known market
   conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently
   uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s
   assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking
   statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that
   such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ
   materially from those anticipated or implied in the forward- looking statements due to factors listed in the “Risk Factors”
   section in our filings with the U.S. Securities and Exchange Commission (“SEC”) and elsewhere in those filings. The forward-
   looking statements speak only as of the date made, and other than as required by law, we do not intend to publicly update or
   revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements
   qualify all forward-looking statements attributable to us or persons acting on our behalf.

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Investor Presentation - September 2019 - Sterling Construction Company
Company Overview
   Sterling Construction is a leading heavy civil and residential construction
   company with strong competitive positions in the Western U.S.                            NASDAQ:                    STRL
                                                                                            HQ:                        The Woodlands, TX
   HEAVY CIVIL CONSTRUCTION - 84% of YTD’19 Revenues
                 Heavy highway, commercial concrete projects, aviation, and                 Employees:                 2,000+
                 water containment/treatment                                                Projects underway: >140
                 Steady 3-5% growth; two-year average project duration                      Shares out:                26.4M

                 Cost-driven                                                                Market cap:                $290.9M
                                                                                            TTM Revenues:              $1,034.5M
   RESIDENTIAL CONSTRUCTION - 16% of YTD’19 Revenues
                                                                                            TTM EBITDA*:               $54.3M
                 Concrete foundations for single family homes
                                                                                            Combined Backlog: $1,200M
                 High margin, low CAPEX, quick turnaround slab work with fast cash cycles
                                                                                            TTM Revenues, EBITDA and Backlog as of 6/30/19;
                                                                                            market cap as of 8/26/19.
                 Low risk – operate exclusively in the high growth markets of
                                                                                            *See EBITDA Reconciliation on page 19
                 Dallas-Fort Worth Metroplex and Houston

Recently announced Plateau Excavation acquisition provides new end markets and customers                           3
Investor Presentation - September 2019 - Sterling Construction Company
Enhanced Business Model & Attractive Valuation

   Enhanced Business Model
   As Sterling continues to evolve into a more diversified specialty E&C company, our
   differentiated strategy allows the Company to be less dependent on lower margin heavy
   highway work and capture the upside in end-markets that have higher margins and less
   risk.

   Valuation vs. Peers
                                                            S&P 500   Russell 2000   NASDAQ

            Forward P/E ‘20          7.9x   10.0x   14.1x    15.6x       19.6x        20.0x

        Forward EV/EBITDA ‘20        4.4x   4.8x    6.9x     11.0x       11.9x        12.4x

   Source: Bloomberg as of 8/26/19

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Investor Presentation - September 2019 - Sterling Construction Company
Investment Considerations
                            ◼   Organic diversification of end-markets driving significant margin and
                                EPS growth.

                            ◼   Disciplined project execution with emphasis on value-driven delivery
                                model.

                            ◼   Operational and financial turnaround has been completed by strong
                                and experienced management team.

                            ◼   Attractive geographic footprint with favorable funding environment.

                            ◼   Acquisition of Plateau provides diversification of revenue streams, a
                                broad range of high-quality customers in rapidly growing end markets,
                                increasing profitability and cash flow, and reduced execution risk for
                                the Company overall; anticipated close near the end of Q3’19.

                            ◼   New credit agreement in conjunction with the Plateau acquisition
                                establishes more traditional balance sheet structure with reduced cost
                                of capital; significant de-levering anticipated in 2020 and 2021.

                                                                               5
Investor Presentation - September 2019 - Sterling Construction Company
Sterling 3-Year Strategic Vision - Introduced in 2016
                                           2021 Blended Margin
12%                                                                 2015 - Focused on Solidifying Base and not taking on
                                     3 Expansion into               losing jobs
                                      Adjacent Markets
                                        15%+ margins                2016 - Focused on Solidifying Base and began to Grow
10%                  2   Grow High                                  High Margin Products…Margins increased to 6.4%
                      Margin Products                               2017 - Continued to Solidify Base, Grow High Margin
                     50/50 Split at 12%+             Threefold      Products, and began Expansion into Adjacent Markets
8%                         margin                        margin     w/ Tealstone Acquisition...Margins increased to 9.3%
      1                                              improvement
      Solidify the Base                                in 6 years   2018 - Continued Elements 1&2 and began growing out
6%          7-8%                                                    Tealstone…Margins increased to 10.6%

                                                                    2019 - Continued 2018 activities and focus on adding
                                             2015 Margins           next adjacent Market…Combined Margins will increase
4%
                                                                    to over 12% with Plateau acquisition

      Key Objectives: Bottom-Line Growth, Risk Reduction, Exceed Peer Performance
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Investor Presentation - September 2019 - Sterling Construction Company
Recent Project Awards Validate Strategy
                              Project                     Location                Value       Start Date
         I-15 Exit 16                                        Utah               $23 million     Q1’19
         Logan Regional Wastewater Facility                  Utah               $24 million     Q2’19
         I-15 Express Lane Extension                         Utah               $94 million     Q2’19
         SH 34 Bridge Reconstruction                         Texas              $33 million     Q3’19
         FM 51                                               Texas              $23 million     Q3’19

                                                            UT
                                                                                          Executing
                               HI
                                                                                              on
                                             ▪   Our RLW subsidiary has                    Strategy
                                                 historically executed large
         ▪   Our RHB subsidiary leverages        scale projects across a
             its highway expertise to also       multitude of end-markets in
             pave airport runways at a           the Rockies, contributing to
             higher margin                       sustainable margin expansion                              7
Investor Presentation - September 2019 - Sterling Construction Company
How the Strategy has Driven Higher Margins

                                  Gross Margin
  12.0%

  10.0%                                                          Combined gross
                                                                 margin with
   8.0%
                                                                 Plateau expected
                                                                 to exceed 12%

   6.0%

   4.0%

   2.0%

   0.0%
      2015           2016              2017               2018                  2019e

             Continued Focus on Bottom Line to Triple Gross Margin       8
Investor Presentation - September 2019 - Sterling Construction Company
Focused on Bottom-Line Growth as Opposed to Top-Line Growth

  500%
  450%
  400%
  350%
  300%
  250%
  200%
  150%
  100%
  50%
   0%
     2015               2016                    2017                    2018   2019e

                               Revenue Growth          Gross Profit Growth

            Margin growth outpaces revenue growth by approximately 4x           9
Investor Presentation - September 2019 - Sterling Construction Company
Plateau Acquisition

                      10
Expansion into Adjacent Markets…Plateau

 12%
                                                       3     Expansion into
                                                            Adjacent Markets
                                                              15%+ margins
 10%
                                2     Grow High
                                   Margin Products          Announced Plateau Acquisition – 8/14/19
                               50/50 Split at 12%+ margin   ▪ Provides access to the rapidly growing Southeast US,
 8%                                                           a region where Sterling currently has no presence.
       1   Solidify the Base                                ▪ Will enhance overall margin and cash flow and be
               Goes from                                      immediately accretive.
 6%         7-8% to 9-10%                                   ▪ Construction services for warehouses and data
                                                              centers is an attractive market space with high-
                                                              profile, blue chip customers.
 4%                                                         ▪ Further reduces Sterling’s risk through diversification.

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Plateau Overview
Plateau is the leading provider of infrastructure improvement services in the Southeastern U.S.
serving blue-chip customers in the data center, distribution center/warehousing (e-commerce and
traditional retail), energy and other growing end markets.
                                                                Backlog by End Market as of 12/31/18
Headquarters: Austell, GA
                                                                              Energy & Other
                                                                                    5%
Employees: ~800
                                                            Commercial &
2018 Revenue: ~$290 million                                  Residential
                                                                16%
Three year Revenue CAGR: ~12%
                                                                                                    Distribution
2018 EBITDA: ~$72 million                                                                             Center/
                                                                                                    Warehouse
                                                           Data Center
                                                                                                        51%
Backlog: ~$184 million as of 12/31/18                         10%

                                                                 E-Commerce
                                                                     18%

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Strong Relationships with High Profile Customers

 ▪ 86% of 2017 revenue was from returning customers
 ▪ 14-year average tenure with top 10 customers
 ▪ Provides Sterling with a whole new (and quickly growing) customer base including:

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Key Benefits to Sterling

  ▪ Higher value service with lower execution risk and better margins

  ▪ Strong earnings potential and cash generation.
      > Can add ~$72 mm and ~$77 mm of EBITDA and free cash
        flow, respectively, annually.

  ▪ Introduction to new markets.
      > Plateau operates in attractive markets from both a
        margin and growth perspective.
      > Mainly excavate for data centers and warehouses, both
        of which are growing due to a rise in e-commerce,                        Plateau
        migration of data to “The Cloud” and the continued      Existing
        prominence of internet activities                       Sterling
                                                                footprint
  ▪ Expansion into higher growth geographies
                                                                            14
Meets Sterling Acquisition Criteria
      Higher value add in adjacent end markets with higher margins
      and lower execution risk

      End Market Diversification

      Great management team that stays with the business

      Strong performing business with significant growth potential

      Performs “like activities” to what we do today

      Immediately accretive

         Improving
         Improving Margins,
                   Margins, Reducing
                            Reducing Risk,
                                     Risk, Adding
                                           Adding Great
                                                  Great People
                                                        People       15
Transformative Characteristics

 Attractive Margins    Margins - ~26% GM and ~24% EBITDA Margin- significantly above Sterling core business.

                       Plateau revenues expected to grow mid-to-high single digits annually for the foreseeable
  Growth Potential     future. Mainly excavate for data centers and warehouses, both of which are growing due to
                       a rise in e-commerce, the migration of data to “The Cloud” and the Internet of Things.
                       Diversification of revenue streams by end market,
   Diversification
                       customer type and geographies.
                       Quick turnaround, more stable projects doing
     Lower Risk
                       activities we do every day.

 High Free Cash Flow   Low capex requirements drive high free cash flow.

              Combined Entity of ~$1.3 billion in Revenue and $130 million in EBITDA
                                                                                                 16
Transaction Structure

▪ Total purchase price of $400 million; approximately 5.5x EBITDA

▪ Financing the acquisition and repaying existing higher interest rate term loan through a
  new $400 million term loan and $75 million revolver

▪ Expect to close near the end of Q3’19

▪ Key members of Plateau management remaining with company

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Combined Company Analysis

 Estimated Combined Annual Financials                                   Revenues by End Market
($ in millions)   Sterling   Plateau   Combined
Revenue           ~1,000     ~290      ~1,290                 Plateau
                                                                22%
EBITDA            ~58        ~72       ~130
                                                                                               Heavy Highway
# of              ~2,000     ~800      ~2,800                                                   Construction
Employees                                                Residential                               39%
                                                        Construction
                                                            11%

                                                         Other Heavy Civil
                                                           Construction
                                                               28%

                             Heavy Highway becomes
Recent Sterling Results and Guidance
Recent Results

                                                                   ◼   YTD 2019 impacted by difficult weather conditions across
                                                                       much of operating footprint, in addition the Heavy Civil
                                                                       segment is dealing with the delayed start of several large
($MM except EPS)                 TTM June 2019     TTM June 2018       projects.
        Revenue                     $1,034 mm       $1,049 mm
                                                                   ◼   Those factors led us to revise our FY 2019 revenue guidance.
     Gross Margin                        10.0%        10.1%
Net Income to STRL                      $24.2 mm     $20.9 mm      ◼   Combined backlog and available cash at all-time highs of $1.2
                                                                       billion and $57 million, respectively, as of 6/30/19.
        EBITDA*                         $54.3 mm     $50.3 mm
                                                                   ◼   Repurchased $7.9 million of our common stock (717,000
*See EBITDA Reconciliation on page 19                                  shares) and paid down $8.7 million of debt during the TTM
                                                                       June 2019.

                                                                   ◼   Double digit y/y net income increase, despite the reduction in
                                                                       FY 2019 guidance.

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FY’2019 Guidance & Modeling Considerations*

                           Revenue                                  $1,010 - $1,025
                        Net Income                                    $27 - $29                      EPS
                                                                                      $1.20
                               EPS                                   $1.00 - $1.07    $1.10
                                                                                      $1.00
                            EBITDA                                    $56 - $59       $0.90
                                                                                      $0.80
                       Gross Margin                                  10% - 10.5%      $0.70
        G&A Expense as % of Revenue                                      ~5%          $0.60
                                                                                      $0.50
                  Other Expense Net                                   $13 - $14       $0.40
                                                                                      $0.30
                 Net Interest Expense                                 $10 - $11       $0.20
                                                                                      $0.10
                        Tax Expense                                       $3            $-
                                                                                              2018              2019E
    JV Non-Controlling Interest Expense                                 $1 - $2
         Expected Shares Outstanding                                   ~27 mm
*Dollars in millions except for EPS, excludes Plateau acquisition

                                                                                                           21
Investment Considerations
                   ◼   Organic diversification of end-markets driving significant margin and EPS
                       growth.

                   ◼   Disciplined project execution with emphasis on value-driven delivery model.

                   ◼   Operational and financial turnaround has been completed by strong and
                       experienced management team.

                   ◼   Attractive geographic footprint with favorable funding environment.

                   ◼   Acquisition of Plateau provides diversification of revenue streams, a broad
                       range of high-quality customers in rapidly growing end markets, increasing
                       profitability and cash flow, and reduced execution risk for the Company
                       overall; anticipated close near the end of Q3’19.

                   ◼   New credit agreement in conjunction with the Plateau acquisition establishes
                       more traditional balance sheet structure with reduced cost of capital;
                       significant de-levering anticipated in 2020 and 2021.
                                                                                   22
Contact Us

             Company Representative                Investor Relations Advisors
             Sterling Construction Company, Inc.   The Equity Group Inc.

                  Ron Ballschmiede                      Fred Buonocore, CFA
                  Chief Financial Officer               Senior Vice President
                  281-214-0800                          212-836-9607
                                                        fbuonocore@equityny.com

                                                        Mike Gaudreau
                                                        Associate
                                                        212-836-9620
                                                        mg@equityny.com

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EBITDA Reconciliation

           EBITDA Calculation                                        Q2 2019        FY 2018     Q2 2018
           Net income attributable to Sterling common stockholders   $     7,828    $ 25,187    $    8,174
           Income tax expense                                                706       1,738              97
           Interest expense                                                2,904      12,350         3,112
           Interest income                                                 (291)      (1,017)        (201)
           Depreciation and amortization                                   4,082      16,770         4,183
           Calculated EBITDA                                         $    15,229    $ 55,028    $   15,365

           TTM EBITDA Rollforward
           FY 2018 EBITDA                                            $    55,028
           H1 2018 EBITDA                                                (24,977)
           H1 2019 EBITDA                                                 24,294
           TTM EBITDA (H1 2019)                                      $    54,345

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