Insights into Current M&A Trends and Financial Advisory Services

M&A / CAPITAL MARKETS UPDATE DESIGN FINANCE OFFICERS GROUP OCTOBER 15, 2018 CHRIS STALOCH Managing Director, AE Practice Leader Minneapolis, MN chris.staloch@chartwellfa.com

A NATIONAL LEADER IN FINANCIAL ADVISORY Chartwell is a national leader in advising middle-market companies in all aspects of financial advisory OUR SERVICES AT A GLANCE Corporate ESOP Advisory Financial Restructuring Mergers & Acquisitions Private Capital Markets, Debt & Equity CORPORATE FINANCE Portland Minneapolis Chicago New York Ownership Advisory Long Range Capital Planning Executive Compensation & Benefits Risk Mitigation Raleigh Orange County STRATEGIC ADVISORY Fairness Opinions Solvency Opinions TRANSACTION OPINIONS 350+ 70+ dedicated professionals years of Managing Director Experience Corporate Planning Equity Compensation ESOP & ERISA Estate & Gift Financial Reporting 500+ 50+ 100+ VALUATION annual valuation engagements transactions completed annually annual consulting engagements page 2

CURRENT M&A TRENDS U.S. M&A volume was generally steady throughout the first half of 2018, with the number and cumulative value of transactions occurring in the United States performing just below the first half of 2017 NUMBER OF U.S. TRANSACTIONS & CUMULATIVE VALUE $2,500 14,000 12,710 11,342 11,768 10,769 12,000 $2,000 10,000 $1,500 8,000 6,000 4,646 $1,000 4,000 $500 $1,949 $2,327 $2,253 $2,129 2,000 $953 $0 0 2014 2015 2016 2017 2018* Deal Value ($bn) Deal Count As the U.S. M&A market looks to keep pace with performance in prior years, factors such as business sentiment, corporate fundamentals, and macroeconomics will be particularly influential; however, bullish results during Q2 2018 expect to drive a pick up in deal run-rate during the back-half of the year Source: PitchBook 1. Data reflects year to date period ( YTD ) through 2Q 2018 page 3

CURRENT M&A TRENDS (CONTINUED) Benefitting from a strong U.S. M&A market, middle market companies continue to garner attractive valuation multiples, which appear to be relatively consistent with 2017 and range from 5.9x to 9.1x depending on transaction size AVERAGE MIDDLE MARKET EBITDA MULTIPLES BASED ON TRANSACTION SIZE ($mm) 10.0 x 9.2x 9.1x 9.0x 8.9x 8.5x 9.0 x 8.2x 7.6x 7.8x 7.5x 8.0 x 7.3x 6.6x 6.6x 6.6x 6.4x 6.4x 7.0 x 6.4x 5.9x 5.8x 5.8x 5.5x 6.0 x 5.0 x 4.0 x 3.0 x 2.0 x 1.0 x 0.0 x 2014 2015 2016 2017 YTD 2018 $10-$25 $25-$50 $50-$100 $100-$250 Attractive multiples continue to be supported by a bull public market, as corporate earnings performance outpaces expectations and general liquidity (debt and equity) in the private markets remains ubiquitous Source: GF Data 1. Data reflects year to date period ( YTD ) through 2Q 2018 page 4

DEBT CAPITAL MARKETS UPDATE Leverage in the second quarter continued to reflect the underlying strength of the credit markets, with total leverage multiples exceeding 5.00x for middle market issuers HISTORICAL DEBT MULTIPLES OF MIDDLE MARKET LOANS 6.00X 5.38X 5.36X 5.12X 4.97X 4.92X 4.81X 4.80X 4.76X 4.60X 5.00X 4.40X 4.31X 4.25X 4.23X 4.10X 4.16X 4.10X 4.00X 3.90X 3.80X 3.66X 4.00X 3.60X 3.41X 3.00X 2.00X 1.00X 0.00X 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 1H18 First Lien Debt / EBITDA 2nd Lien Debt / EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Average Total Leverage Multiple (1997 - 1Q18) A notable trend of the last twenty years in middle market financing is the decline in mezzanine volume, as institutional term providers have increased the amount of senior leverage available to middle market issuers beyond the traditional bank market Source: S&P LCD Comps 1. Reflects issuers with EBITDA of $50 million or less 2. EBITDA adjusted for potential cost synergies or savings page 5

ARCHITECTURE & ENGINEERING SECTOR 550+ deals completed in the AE space during the past 4 1/2 years page 6

ARCHITECTURE & ENGINEERING SECTOR (CONTINUED) Deals disclosing EBITDA multiples over the past five years Close Date LTM LTM EBITDA EBITDA Margin Enterprise Value (EV) EV Multiples Revenue Acquirer Name Target Name Revenue EBITDA 7/30/2018* 2/14/2018 10/6/2017 8/14/2017 7/3/2017 6/21/2017 5/6/2016 11/11/2015 1/15/2016 11/12/2014 10/17/2014 10/17/2014 10/16/2014 8/26/2014 7/1/2014 4/10/2014 3/17/2014 12/13/2013 11/22/2013 10/8/2013 9/4/2013 WSP Global Inc. Granite Construction Incorporated John Wood Group PLC WSP Global Inc. SNC-Lavalin Group Inc. New Mountain Capital Stantec Inc. Intertek Group plc Tetra Tech, Inc. AMEC plc AECOM Technology Corporation ARCADIS NV ARCADIS NV Compass Diversified Holdings LLC Versar, Inc. WSP Global Inc. Cardno Limited Jacobs Australia Holdings Company Pty. Ltd. Aurora Capital Partners KS International Opus International Consultants Limited Berger Group Holdings, Inc. Layne Christensen Company Amec Foster Wheeler plc Opus International Consultants Limited WS Atkins plc TRC Companies, Inc. MWH Global, Inc. Professional Service Industries, Inc. Coffey International Limited Foster Wheeler AG URS Corporation Callison, LLC Hyder Consulting PLC Clean Earth Holdings, Inc. J.M. Waller Associates, Inc. The Focus Corporation Ltd. PPI Technology Services, LLC Sinclair Knight Merz Management National Technical Systems Inc. Michael Baker Corporation Stewart, Weir & Co. Ltd. 400.0 475.5 6,651.6 333.4 2,595.7 529.4 1,270.3 254.0 404.1 3,306.5 10,487.7 167.0 484.2 156.6 31.5 255.7 133.0 1,185.6 185.0 576.5 86.8 45.0 29.8 381.5 24.9 232.8 49.1 80.8 40.0 15.3 258.7 768.0 25.0 35.1 29.4 2.3 36.9 21.5 165.6 22.7 32.9 10.5 11.3% 6.3% 5.7% 7.5% 9.0% 9.3% 6.4% 15.7% 3.8% 7.8% 7.3% 15.0% 7.2% 18.8% 7.3% 14.4% 16.2% 14.0% 12.3% 5.7% 12.1% 400.0 458.3 4,348.4 218.7 2,803.6 681.3 793.0 330.0 118.9 2,867.5 5,474.9 144.9 445.7 243.0 14.3 335.6 145.3 1,189.5 333.0 313.2 85.9 1.00x 0.96x 0.65x 0.66x 1.08x 1.29x 0.62x 1.30x 0.29x 0.87x 0.52x 0.87x 0.92x 1.55x 0.45x 1.31x 1.09x 1.00x 1.80x 0.54x 0.99x 8.9x 15.4x 11.4x 8.8x 12.0x 13.9x 9.8x 8.3x 7.8x 11.1x 7.1x 5.8x 12.7x 8.3x 6.3x 9.1x 6.8x 7.2x 14.7x 9.5x 8.2x *Announced Mean Median 1,427.2 404.1 109.9 35.1 10% 9% 1,035.5 335.6 0.94x 0.96x 9.7x 8.9x Hi Low 10,487.7 31.5 768.0 2.3 19% 4% 5,474.9 14.3 1.80x 0.29x 15.4x 5.8x Dollars in Millions Average EBITDA Multiples page 7

ARCHITECTURE & ENGINEERING SECTOR (CONTINUED) Game Changers! page 8

ARCHITECTURE & ENGINEERING SECTOR (CONTINUED) Private Equity Interest in the Sector is Growing AE Industrial Partners ArcNorth Brookfield Business Partners May 2015 February 2017 March 2017 September 2017 First Reserve Fort Point Capital Gryphon Investors Katerra Keystone Capital Long Point Capital Oaktree Capital Orix Capital Partners Stone Arch Capital Source: Pitchbook Warburg Pincus page 9

KEY TAKEAWAYS The broad M&A market continues to be very active Multiples are increasing, but buyers are generally exercising restraint Debt capital is readily available and continues to be historically cheap The AE market is consolidating and the landscape is changing Private equity is increasingly interested in this industry The outlook is for continued consolidation in the AE market DRIVING FACTORS Demographics Capital Availability Hungry Investors Strong Balance Sheets Talent Shortage Favorable Lending Environment DISCUSSION page 10

CHRISTOPHER M. STALOCH, ASA MANAGING DIRECTOR PRESENT POSITION Chris joined Chartwell in 1997 and leads the firm s Architecture and Engineering (AE) practice. He provides financial advisory services to over 100 clients throughout the United States within the AE industry sector. A substantial portion of his work relates to Employee Stock Ownership Plans and providing independent financial advisory services to ESOP Trustees and other corporate fiduciaries. MEMBERSHIPS AND DESIGNATIONS Chris is an active member of the American Council of Engineering Companies (ACEC), where he is responsible for the development of the Finance Tracks for ACEC s two annual conferences. He is an active member of Employee-Owned S Corporations of America (ESCA) and The ESOP Association, where he previously served on the Advisory Committee and the Finance Advisory Committee, respectively. Chris is also an active member of the National Center for Employee Ownership (NCEO). He is a Registered Representative with Chartwell affiliate, CCS Transactions, LLC and holds FINRA Series 63 and 79 licenses. Chris is also designated as an Accredited Senior Appraiser in Business Valuation by the American Society of Appraisers and has previously served as an officer of the local chapter of the ASA. CHRIS STALOCH 33 South Sixth Street Suite 4750 Minneapolis, MN 55402 612-230-3111 chris.staloch@chartwellfa.com Chris is a frequent speaker for employee and professional groups, boards of directors, and ESOP Trustees. He is also a regular presenter to national trade associations on a variety of topics including capital structures, ESOPs, M&A, ownership transition, and valuation issues. PRIOR EXPERIENCE AND EDUCATION Chris holds Bachelor of Arts degrees in finance and marketing from the University of St. Thomas. page 11