 March 27, 2014 Regarding: The Special Committee Confidential Discussion Materials Prepared for: Project Pioneer Exhibit (c)(8) Strictly Confidential |
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 1. Executive Summary 2. Review of Projections 3. Preliminary Valuation Considerations 4. Potential Strategic Buyer Affordability Analysis Appendix Table of Contents Confidential Discussion Materials Prepared for the Special Committee Regarding Project Pioneer |
 Executive Summary |
 1 Executive Summary Summary of Proposal Received (February 19, 2014) ____________________ Source: Letter from Court Square dated February 19, 2014. Per Share Value $12.50-$13.00 per share in cash for all of the outstanding common shares of Pioneer Key Considerations / Basis of Valuation Proposed transaction as a one-step reverse merger. Court Square indicated it would consider other structures Offer price representing 19% premium to the closing price on February 17, 2014 and 13% premium to the closing price on March 25, 2014 Consideration funded with ~$450 million of debt and $190 million of equity at midpoint of valuation range Financing Considerations Third party debt financing from JP Morgan (provided as part of proposed “highly confident” letter) Expect a portion of equity financing to come from rollover of senior management equity interests Proposed Timing 2 weeks to confirm key valuation assumptions, followed by a 30-day exclusivity period to complete due diligence and negotiate a definitive merger agreement Diligence Needs Customary confirmatory due diligence Required Approvals Pioneer’s shareholder approval Customary regulatory approvals Any necessary third party consents Final Court Square investment committee approval Potential Advisors Dechert LLP (legal) E&Y(accounting, financial, tax and IT) Other Exclusivity period of 30 days “Matching” right on any superior proposal |
 2 Implied Premiums and Multiples Executive Summary ____________________ Source: Pioneer Management, public filings and FactSet as of March 24, 2014. Note: Dollars in millions. Pioneer fiscal year ends June 30 th . “NA” indicates not available. (1) Per Form 10-Q balance sheet dated December 31, 2013. (2) Based on Pioneer Management “Base Case” forecast as prepared by Pioneer management (“Pioneer Base Case”), which as revised on March 24, 2014, includes $75 million of normalized storm revenue at a 30% gross margin for 2015-2018 and the following “New Opportunities” – Opportunity 6, Opportunity 3, Opportunity 4 and Opportunity 1, which collectively provides FY2015 revenue and EBITDA of $32mm and $2mm respectively. (3) Based on Management “Sensitivity Case” forecast as prepared by Pioneer management (“Pioneer Sensitivity Case”), which as revised on March 24, 2014, includes, in addition to the “Base Case” forecast,two additional “New Opportunities” of Opportunity 7 and Opportunity 2, which collectively provide incremental FY2015 revenue and EBITDA of $16mm and $2mm, respectively. (4) Based on FactSet Consensus estimates as of March 24, 2014. Court Square Offer Range Offer Price Per Share $12.50 $13.00 Premium to: Statistic Current (3/24/2014) $11.16 12.0% 16.5% 30-Day VWAP 10.62 17.7% 22.4% 90-Day VWAP 10.49 19.1% 23.9% 52-Week High (5/3/2013) 15.95 (21.6%) (18.5%) 52-Week Low (11/5/2013) 8.72 43.3% 49.1% Diluted Shares Outstanding 32.1 32.2 Equity Value $402 $419 Plus: Total Debt (1) 221 221 Less: Cash & Cash Equivalents (1) (2) (2) Transaction Value $620 $637 Pioneer Base Case (2) Pioneer Sensitivity Case (3) Wall Street Research (4) Statistic Multiple at Offer Price of: Statistic Multiple at Offer Price of: Statistic Multiple at Offer Price of: Multiples ($mm) $12.50 $13.00 ($mm) $12.50 $13.00 ($mm) $12.50 $13.00 EV / LTM EBITDA (FY2014E) $72 8.6x 8.9x $72 8.6x 8.9x $72 8.6x 8.8x EV / CY2014E EBITDA 78 8.0 8.2 79 7.9 8.1 77 8.0 8.3 EV / CY2015E EBITDA 91 6.8 7.0 100 6.2 6.4 NA NA NA |
 3 Annotated Stock Price Performance Since IPO Executive Summary Pioneer: -22.3% Peers (1) : +178.4% S&P 500: +50.9% Pioneer declares a special dividend of $1.00 per share December 4, 2012 Pioneer announces secondary offering of 6.5 million shares of common stock May 13, 2013 (Thousands, Daily Trading Volume) (%, Indexed Stock Price) FY2013 Q2 earnings beat street estimates by 179% as strong result from storm- related services February 5, 2013 FY2013 Q3 earnings miss street estimates by 20% May 6, 2013 ____________________ Source: FactSet as of March 24, 2014. (1) Peers including AEGN - Aegion, DY – Dycom, EME – Emcor, MTZ – MasTec, MYRG – MYR Group, PWR – Quanta Services and WG – Willbros Group. Pioneer starts contacting buyers for the sale process January, 2013 Pioneer announces to acquire Shaw Energy Delivery Services for $24 million June 19, 2007 FY2011 Q1 earnings miss street estimates by 178% due to smaller project sizes and related high cost November 9, 2010 Jul 05 May 06 Feb 07 Nov 07 Sep 08 Jun 09 Apr 10 Jan 11 Nov 11 Aug 12 May 13 Mar 14 0% 50% 100% 150% 200% 250% 300% 0 2,000 4,000 6,000 8,000 |
 Review of Projections |
 4 Summary of Financial Projections – Base Case Review of Projections ____________________ Source: Pioneer Base Case. Note: Dollars in millions, except per share figures. Historical Pioneer Base Case Fiscal Year Ending June 30, '11-'13A '13A -'18E 2009A 2010A 2011A 2012A 2013A 2014E 2015E 2016E 2017E 2018E CAGR CAGR Income Statement: Non-storm-related Services Revenue $461 $457 $529 $615 $763 $762 $781 $849 $908 $954 20.0% 4.6% % Growth -- (0.7%) 15.7% 16.1% 24.1% (0.1%) 2.5% 8.6% 7.0% 12.4% Storm-related Services Revenue $153 $47 $65 $71 $156 $60 $75 $75 $75 $75 55.4% (13.6%) % Growth -- (69.5%) 38.4% 9.3% 121.0% (61.5%) 25.0% 0.0% 0.0% 0.0% New Opportunities Revenue -- -- -- -- -- -- $32 $54 $54 $49 NA NA % Growth -- -- -- -- -- -- NM 67.2% 0.0% (8.4%) Total Revenue $613 $504 $594 $685 $919 $822 $888 $977 $1,036 $1,078 24.4% 3.3% % Growth -- (17.8%) 17.8% 15.4% 34.1% (10.5%) 8.1% 10.0% 6.1% 10.3% Gross Profit $110 $48 $68 $92 $147 $106 $124 $142 $153 $161 47.2% 1.8% % Margin 18.0% 9.5% 11.4% 13.4% 16.0% 12.9% 13.9% 14.5% 14.7% 15.0% EBITDA $96 $22 $48 $64 $110 $72 $83 $98 $104 $108 51.8% (0.4%) % Margin 15.7% 4.3% 8.0% 9.4% 11.9% 8.7% 9.4% 10.1% 10.0% 10.0% Memo: EBITDA (Excl. New Opportunities) $96 $22 $48 $64 $110 $72 $81 $91 $97 $101 51.8% (1.5%) EPS $0.94 ($0.41) $0.04 $0.31 $1.03 $0.44 $0.64 $0.91 $1.03 $1.12 NM 1.8% Cash Flow: D&A $37 $36 $38 $38 $41 $41 $41 $41 $40 $40 4.4% (0.9%) % of Revenue 6.0% 7.1% 6.4% 5.6% 4.5% 5.0% 4.6% 4.2% 3.8% 3.7% Capital Expenditures, Gross $27 $18 $19 $34 $40 $31 $28 $54 $42 $45 45.4% 2.3% % of Revenue 4.4% 3.5% 3.2% 4.9% 4.4% 3.8% 3.2% 5.6% 4.1% 4.2% Business Acquisitions $25 $15 $0 $17 $70 % of Revenue 4.1% 3.0% 0.0% 2.5% 7.6% – – – – – – – – – – |
     5 Pioneer Forecast Comparison Review of Projections ____________________ Source: Pioneer Management and FactSet as of March 24, 2014 Note: Dollars in millions. No Wall Street research available past 2015E. Fiscal Year Ending June 30, '14E - '16E 2013 2014E 2015E 2016E CAGR Non-storm-related Services Revenue $751 $764 $841 $922 9.9% Storm-related Services Revenue 167 81 90 99 10.4% New Opportunities Revenue -- -- -- -- NA Total Revenue $919 $845 $931 $1,021 9.9% EBITDA 110 90 107 118 14.3% Non-storm-related Services Revenue $763 $762 $781 $849 5.5% Storm-related Services Revenue 156 60 75 75 11.8% New Opportunities Revenue -- -- 32 54 NA Total Revenue $919 $822 $888 $977 9.0% EBITDA 110 72 83 98 17.1% Non-storm-related Services Revenue $763 $762 $781 $849 5.5% Storm-related Services Revenue 156 60 75 75 11.8% New Opportunities Revenue -- -- 48 200 NA Total Revenue $919 $822 $904 $1,123 16.9% EBITDA 110 72 85 115 26.5% Non-storm-related Services Revenue $763 $765 $820 NA NA Storm-related Services Revenue 156 55 60 NA NA New Opportunities Revenue -- -- -- -- NA Total Revenue $919 $819 $880 NA NA EBITDA 110 72 82 NA NA Pioneer Base Case Pioneer Aug-13 Management Case Wall Street Consensus Pioneer Sensitivity Case |
 6 Fiscal Year 2015E Bridge Between Pioneer Base Case and Aug-13 Management Case Review of Projections ____________________ Source: August 2013 forecast prepared by Pioneer management (“August 2013 Management Case”); Pioneer Base Case; Pioneer Sensitivity Case and FactSet as of March 24, 2014. Note: Dollars in millions. Truck Fabrication and International not shown as both forecasts are zero each year. Aug-13 Forecast Pioneer Base Case Variance Notes Overhead Distribution $340.4 $306.1 ($34.3) 0% growth over 2014 due to Duke and PPL losses less $5mm storm displacement Underground Distribution 73.4 67.3 (6.1) 0% growth over 2014 due to Duke losses Transmission 98.0 101.2 3.2 Growth rate of 10% unchanged - growth off higher actual base Substation 34.0 33.7 (0.2) Truck Fabrication - - - Storm 82.5 75.0 (7.5) Revised down to normalized 5 yr average (2008–2012 ) T&D Revenue $628.2 $583.3 ($44.9) Engineering and Siting $164.9 $170.8 $5.8 Telecom growth and focus change on type of work to pursue Klondyke (Union Construction) 87.2 60.0 (27.2) Lack of AZ work and few solar opportunties Pine Valley (Union Construction) 50.5 42.3 (8.2) Lowered growth assumptions based on experience with project losses New Opportunities - 32.0 32.0 Reference "New Opportunities" pages Total Revenue $930.8 $888.4 ($42.4) Overhead Distribution $41.9 $33.6 ($8.3) 130 bps lower GM% based on actual performance trend and Duke and PPL losses Underground Distribution 13.1 12.0 (1.0) 10 bps lower GM% on lower base revenue Transmission 22.1 22.6 0.5 Substation 4.2 3.9 (0.4) Storm 24.8 22.5 (2.3) Assumes 30% maring in line with historical levels T&D Gross Margin $106.0 $94.5 ($11.4) Engineering and Siting $20.4 $17.2 ($3.2) 230 bps lower GM% based on actual performance trend Klondyke (Union Construction) 11.3 4.9 (6.4) 480 bps lower GM% based on actual performance trend Pine Valley (Union Construction) 8.4 2.5 (5.9) 1070 bps lower GM% based on actual performance trend New Opportunities - 4.6 4.6 Reference "New Opportunities" pages Gross Margin $146.1 $123.8 ($22.3) Gross Margin Change – – ($22.3) G&A Change (New Opportunities) - - (3.2) G&A Change (Other) - - 0.5 D&A Changes within COPS and G&A - - 1.6 Other - - 0.1 EBITDA $106.7 $83.3 ($23.4) |
 7 Fiscal Year 2016E Bridge Between Pioneer Base Case and Aug-13 Mgmt Case (Cont’d) Review of Projections ____________________ Source: Pioneer Base Case and August 2013 Management Case. Note: Dollars in millions. Truck Fabrication and International not shown as both forecasts are zero each year. Aug 13 Forecast Pioneer Base Case Variance Notes Overhead Distribution $374.4 $324.5 ($49.9) Growing off lower base with Duke and PPL losses;CY growth dropped from 10% to 6% Underground Distribution 80.7 74.0 (6.7) Growing off lower base with Duke losses Transmission 107.8 111.3 3.5 Growth rate of 10% unchanged - growth off higher actual base Substation 37.4 35.4 (1.9) Truck Fabrication - - - Storm 90.8 75.0 (15.8) Revised down to $75mm based on normalized 5 yr average (2008–2012) T&D Revenue $691.0 $620.3 ($70.8) Engineering and Siting $180.7 $187.8 $7.1 Similar growth % on higher PY base Klondyke (Union Construction) 91.5 66.0 (25.6) Raised growth assumption to 10% from 5% on lower revenue base Pine Valley (Union Construction) 58.0 49.8 (8.2) Lowered growth assumptions based on experience with project losses New Opportunities - 53.5 53.5 Reference "New Opportunities" pages Total Revenue $1,021.3 $977.3 ($44.0) Overhead Distribution $45.9 $37.2 ($8.7) 80 bps lower GM% on lower base revenue and Duke and PPL losses Underground Distribution 14.4 13.2 (1.1) 10 bps lower GM% on lower base revenue Transmission 24.3 24.9 0.6 Substation 4.7 4.2 (0.4) Storm 27.2 22.5 (4.7) Assumes 30% margin in line with historical levels T&D Gross Margin $116.4 $102.0 ($14.4) Engineering and Siting $24.3 $21.2 ($3.1) 215 bps lower GM% on actual performance trend Klondyke (Union Construction) 12.6 6.7 (5.9) 360 bps lower GM% based on actual performance trend Pine Valley (Union Construction) 10.0 3.9 (6.1) 940 bps lower GM% based on actual performance trend New Opportunities - 8.2 8.2 Reference "New Opportunities" pages Gross Margin $163.3 $142.0 ($21.3) Gross Margin Change – – ($21.3) G&A Change (New Opportunities) - - (0.2) G&A Change (Other) - - (1.6) D&A Changes within COPS and G&A - - 3.6 Other - - 0.1 EBITDA $117.7 $98.3 ($19.4) |
 8 New Opportunities Included in Pioneer Base Case Review of Projections Opportunity Commentary Forecast Performance Opportunity 6 Transmission lines out of SCANA, Pioneer providing proposal shortly and expect to pick up 50–200 miles (modeled 100 miles) Project would take 2–3 years, leased equipment lowers margins but no capex required Decision point between now and June 2014 Opportunity 3 Have contract in place and base business in model; upside from ramp up to run-rate Gross margins grow from 15% to 18%, capex already in place and in model Opportunity 4 Contract in place, have already started work with over 100 people; opportunity is additional upside Opportunity 1 Traditional T&D customer looking for an additional supplier; assume 20% margin Working with SVP of Transmission; currently in test with 10 employees ____________________ Source: Pioneer Management. Note: Dollars in millions. Assumes new capital expenditures depreciated to zero over ten years. 2015E 2016E 2017E 2018E Revenue $18.0 $22.5 $22.5 $18.0 Gross Profit 2.3 2.9 2.9 2.3 EBITDA 0.7 1.3 1.2 0.5 Capex - - - - 2015E 2016E 2017E 2018E Revenue $2.0 $2.0 $2.0 $2.0 Gross Profit 0.3 0.3 0.4 0.4 EBITDA 0.1 0.1 0.1 0.1 Capex - - - - 2015E 2016E 2017E 2018E Revenue $7.0 $14.0 $14.0 $14.0 Gross Profit 1.0 2.0 2.0 2.0 EBITDA 0.7 2.2 2.1 2.1 Capex 4.0 5.5 - - 2015E 2016E 2017E 2018E Revenue $5.0 $15.0 $15.0 $15.0 Gross Profit 1.0 3.0 3.0 3.0 EBITDA 0.7 3.5 3.4 3.4 Capex 4.8 9.8 - - Subtotal: Revenue $32.0 $53.5 $53.5 $49.0 Gross Profit 4.6 8.2 8.2 7.7 EBITDA 2.3 7.0 6.9 6.1 Capex 8.8 15.3 0.0 0.0 |
 9 Incremental New Opportunities Included in the Sensitivity Case Review of Projections Opportunity Commentary Forecast Performance Opportunity 7 Project in conjunction with Fluor, no contract in place but "won" the business, waiting on regulatory approval (9–12 months) Upon approval would start engineering in 2015 and construction in 2016; leased equipment so no capex Opportunity 2 Technology grid for cybersecurity. Pioneer is partnering to license patented technology that can be put on hardware devices View as significant upside potential but need to develop relationships with different contacts at customers ____________________ Source: Pioneer Management. Note: Dollars in millions. 2015E 2016E 2017E 2018E Revenue $4.3 $125.0 $125.0 $120.8 Gross Profit 0.6 15.8 15.8 15.2 EBITDA (0.2) 10.8 10.5 9.6 Capex - - - - 2015E 2016E 2017E 2018E Revenue $11.7 $21.1 $31.3 $31.3 Gross Profit 2.3 6.3 9.4 9.4 EBITDA 2.2 5.7 8.2 7.6 Capex 1.0 - - - Incremental Opportunities Subtotal: Revenue $16.0 $146.1 $156.3 $152.1 Gross Profit 3.0 22.2 25.2 24.6 EBITDA 2.0 16.4 18.7 17.2 Capex 1.0 0.0 0.0 0.0 Total New Opportunities: Revenue $48.0 $199.6 $209.8 $201.1 Gross Profit 7.6 30.4 33.5 32.2 EBITDA 4.3 23.5 25.6 23.3 Capex 9.8 15.3 0.0 0.0 |
 Preliminary Valuation Considerations |
 10 Equity Value per Share Preliminary Summary Valuation Preliminary Valuation Considerations ____________________ Source: Pioneer Base Case; Pioneer Sensitivity Case and FactSet as of March 24, 2014. Note: All per share figures rounded to nearest $0.25, except 52-Week Low/High. Based on 31.866 million common shares outstanding and 2.937 million options at a strike price of $11.42 per share, accounted for using the treasury stock method. Assumes $218 million in net debt as of December 31, 2013. (1) Discounted by one period at cost of equity of 9.5%. Court Square Offer Range: $12.50 - $13.00 Current Share Price: $11.16 Pioneer Sensitivity Case Pioneer Base Case Reference Points 52-Week Present Value of Selected Publicly Selected Low / High Analyst Traded Companies DCF Analysis Precedent LBO Analysis DCF Analysis LBO Analysis Closing Price Price Targets (1) CY'14E EBITDA CY'15E EBITDA (Base Case) Transactions (Base Case) (Sensitivity Case) (Sensitivity Case) Low Price Targets Multiple Range Multiple Range Discount Rate Multiple Range Leverage Discount Rate Leverage 11/05/13 $10.00 - $13.00 7.0x - 8.0x 6.0x - 7.0x 8.0% - 10.0% 7.5x - 8.5x 5.0x LTM EBITDA 8.0% - 10.0% 5.0x LTM EBITDA High Low CY'14E EBITDA CY'15E EBITDA Term. Growth Rate FY'14E EBITDA Target IRR Term. Growth Rate Target IRR 05/03/13 Jefferies $78 mm $91 mm 2.5% - 3.0% $72 mm 20.0% - 25.0% 2.5% - 3.0% 20.0% - 25.0% 52-Wk VWAP High Impl. Exit Multiple Exit Multiples Impl. Exit Multiple Exit Multiples $11.72 6.0x - 9.0x 8.0x - 9.0x 6.2x - 9.2x 8.0x - 9.0x FBR & Janney Montgomery Scott $8.72 $9.25 $10.25 $10.25 $10.50 $10.00 $12.25 $11.25 $14.00 $15.95 $11.75 $12.50 $13.00 $17.25 $12.25 $14.75 $19.75 $17.00 0.00 5.00 10.00 15.00 20.00 $25.00 |
 11 ____________________ Source: Wall Street research. Wall Street Research Perspectives Preliminary Valuation Considerations Broker Date Recommendation Price Target Price Target Methodology FBR & Co. 2/13/2014 Buy $13.00 8x CY2014 EV / EBITDA Janney Montgomery Scott 2/5/2014 Buy 13.00 10.4x FY2014 EV / EBITDA BB&T 2/5/2014 Buy 12.00 8x CY2014 EV / EBITDA Avondale Partners 2/6/2014 Hold 11.00 7x FY2015 EV / EBITDA Jefferies 2/6/2014 Hold 10.00 6.5x CY2015 EV / EBITDA Stifel Nicolaus 2/5/2014 Hold 11.50 -- KeyBanc 2/5/2014 Hold -- -- Mean $11.75 |
 12 Selected Publicly Trading Companies Preliminary Valuation Considerations ____________________ Source: Company filings and FactSet as of March 24, 2014. Note: Dollar amounts in U.S. millions except per share amounts. (1) Enterprise Value = Market Value of Equity + Short-term Debt + Long-term Debt + Preferred Equity + Minority Interest - Cash and Marketable Securities. (2) Estimates obtained from Wall Street research and calendarized when necessary. (3) Excluding Pioneer. Mean (3) Median (3) Price as of 3/24/2014 $11.16 $24.72 $11.77 $24.21 $31.69 $47.17 $43.25 $36.47 Price as % of 52 Wk High 70.0% 90.5% 95.8% 92.8% 96.6% 98.7% 99.4% 97.8% Price as % of 52 Wk Low 128.0% 131.1% 192.0% 126.5% 177.3% 132.6% 164.6% 144.4% Market Value $356 $544 $604 $960 $1,122 $3,205 $3,408 $7,924 -- -- Enterprise Value (1) $574 $467 $837 $1,208 $1,531 $3,133 $4,207 $7,445 -- -- Moody's Credit Rating NA NA B3 NA Ba2 Ba1 Ba2 WR -- -- EV / CY 2014E EBITDA (2) 7.4x 5.6x 6.7x 8.1x 7.6x 8.5x 8.1x 9.4x 7.7x 8.1x EV / CY 2015E EBITDA (2) NA 5.2x 6.0x 7.4x NA 7.5x 7.1x 7.9x 6.9x 7.3x Price / CY 2014E Earnings (2) 20.3x 16.1x 15.6x 15.2x 22.1x 18.5x 18.9x 20.1x 18.0x 18.5x Price / CY 2015E Earnings (2) NA 14.7x 11.8x 12.8x NA 15.8x 15.6x 17.1x 14.6x 15.1x LT EPS Growth Rate -- 8.1% -- 15.0% 14.5% 13.1% 16.2% 12.5% 13.2% 13.8% Net Debt / CY 2014E EBITDA 2.8x (0.9x) 1.9x 1.6x 2.0x (0.2x) 1.5x (0.6x) 0.7x 1.5x Net Debt / CY 2015E EBITDA NA (0.9x) 1.7x 1.4x NA (0.2x) 1.3x (0.5x) 0.5x 0.6x -- -- -- -- -- -- |
 13 ($ in Millions) ____________________ Source: Publicly available information. Selected Precedent Transactions in Services Preliminary Valuation Considerations EV/EBITDA Announced Close Date Target Acquiror EV LTM NTM Sep-13 TBD Utilities Services Associates First Reserve – – – Dec-12 Dec -12 Power Holdings Kelso & Co. – – – Jul -12 Feb -13 The Shaw Group Chicago Bridge & Iron $1,900 7.0x – Jun -12 Jul -12 UC Synergetic, Inc. Pike Electric 70 7.0 7.5x Feb -12 May -12 Flint URS 1,462 10.6 – Aug-11 Aug-11 Pine Valley Power Pike Electric 25 – – May -11 Jun -11 MacTec AMEC 280 – – May -11 Jun -11 USM Services Holdings EMCOR Group 255 7.0 – Apr-11 Jun -11 Peak Energy Clean Harbors 207 5.9 – Jan -11 Jan -11 Fisk Electric Tutor Perini 105 – – Oct-10 Oct-10 Valard Construction Ltd. Quanta Services 219 5.5 – Jun -10 Jun -10 Klondyke Construction LLC Pike Electric 17 – – Jun -10 Sep-10 Scott Wilson Group URS 319 5.5 – Mar -10 Jul -10 InfrastruX Group Willbros 604 9.3 7.4 Nov-09 Jun -10 AREVA T&D Alstom SA 4,967 5.7 – Jun -08 Sep-08 Shaw Energy Pike Electric 24 – – Mean 7.1x 7.5x Median 6.5x 7.5x |
 Ann. TV Revenue TV / LTM Date Acquirer Target Target Description ($ in mm) ($ in mm) Revenue EBITDA 3/12/14 WSP Global Inc. KRG Capital Partners Provides engineering services to the energy and infrastructure end markets in Western Canada $366 $280 1.31x 8.3x 1/13/14 Amec Plc Foster Wheeler AG Provides engineering and construction, as well as power generating equipment business worldwide. The comapny designs, engineers, and constructs onshore and offshore upstream oil and gas processing facilities; as well as related infrastructure 2,950 3,315 0.89 10.1 12/11/13 Murray & Roberts Holdings Ltd. Clough Provides engineering and construction contracting, and procurement and construction services primarily to the oil and gas, and minerals sectors in Austrailia, Papua New Guinea, and South East Asia 435 625 0.70 4.3 9/8/13 Jacobs Engineering Sinclair Knight Merz Provides engineering, strategic consulting, and project delivery services and serves defense, energy, environment, industry, mining and metals, power, social infrastructure, transport, and water market sectors worldwide 1100 919 0.90 7.5 7/29/13 Integrated Mission Solutions Michael Baker Corporation Provides engineering services for public and private sector clients including services for surface transportation, aviation, rail & transit, defense, environmental, architecture, geospatial information technology, homeland security, oil & gas, telecom & utilities, water and urban development markets 318 576 0.55 8.8 1/7/13 Energy Capital Partners EnergySolutions Provides safe recycling, processing & disposal of nuclear material to the U.S. Department of Energy, commercial utilities, medical & research facilities. Operates and provides nuclear decommissioning services for 22 nuclear power plants in the U.K. 1,120 1,796 0.62 8.3 12/28/12 Granite Construction Kenny Construction Provides general contracting and construction management services in the United States, Canada, and Europe. 130 270 0.48 5.0 7/30/12 Chicago Bridge & Iron The Shaw Group Provides technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management services primarily for the power and infrastructure markets 1,910 5,400 0.35 7.0 6/7/12 GENIVAR WSP Group (3) Multi-disciplinary professional services consultancy specializing in building, transport & infrastructure, management & industrial and energy & environment, providing a full range of services from planning to design, delivery and asset management 637 1,100 0.58 7.8 2/20/12 URS Flint Energy Services (4) Provides a range of integrated products and services for the oil and gas industry including: production services; infrastructure construction; oilfield transportation; and maintenance services 1,500 1,992 0.75 8.5 9/26/11 CH2M Hill Halcrow Provides engineering, planning, design and management services for infrastructure development worldwide 466 790 0.60 9.1 5/18/11 AMEC MACTEC Provides environmental planning, assessment & remediation, infrastructure engineering, water resources & constr. support services 280 400 0.70 7.0 5/15/11 Charterhouse Capital Partners Environmental Resources Management Provides environmental, health, safety, risk and social consulting services globally 950 484 1.96 11.7 12/21/10 Jacobs Engineering Aker Solutions Provides engineering and construction services, technology products and integrated solutions to the onshore oil & gas, refining & chemicals, mining & metals and energy & environmental industries 675 1,696 0.40 7.2 12/13/10 Wood Group PSN Provides engineering, operations, and maintenance services to the owners of energy assets globally 955 1,200 0.80 9.6 6/28/10 URS Scott Wilson Provides engineering, construction, and technical services for railways, buildings and infrastructure, environment and natural resources, and roads sectors 336 523 0.64 9.8 9/17/09 Balfour Beatty Parsons Brinckerhoff Provides consulting, planning, design & engineering, programme, project & constr. management, and operations and maintenance for infrastructure sector 626 2,340 0.27 6.0 2/11/08 AECOM Earth Tech Provides consulting, engineering, and design, build and operate services to water/wastewater, environmental, transportation, and facilities clients globally 510 1,300 0.40 7.0 5/27/07 URS Washington Group (5) Provides integrated engineering, construction, and management solutions to the power, environmental management, defense, oil and gas processing, mining, industrial facilities, transportation, and water resources sectors 2,403 3,407 0.71 15.9 5/15/07 CH2M Hill VECO Provides program management, construction, engineering, procurement, operations, and maintenance services to oil and gas, mining, and power clients 463 875 0.53 6.3 2/8/07 WorleyParsons Colt Engineering Provides engineering, procurement, and construction management services for the hydrocarbon industry 875 619 1.41 9.7 10/6/04 Worley Group Parsons E&C Corporation Provides E&C and procurement and project management services services to the oil & gas, refining, chemical & petrochemical, & power industries worldwide 245 541 0.45 6.9 Mean 0.73x 8.3x Median 0.63 8.0 Mean (Ex URS/Washington) 0.73x 7.9x Median (Ex URS/Washington) 0.62 7.8 14 (2) (1) (1) ($ in Millions) Selected Precedent Transactions in Engineering & Construction Preliminary Valuation Considerations ____________________ Source: CapitalIQ and Company filings. Note: US Dollars in millions. (1) (2) Represents FY 2012 multiple. (3) Financials based on FY 2011. EV / EBITDA multiple incl. pension liabilities (6.8x excl. pension liabilities). JEC 9/8/13 press release indicated approximately US$1.2bln purchase price for Sinclair Knight Merz (SKM), reflecting enterprise val. of US$1.1bln. Assumes exch. rate of USD/AUD 0.92 as of 9/8/13 ann. date. (4) Pro forma for Flint Energy Services’ acquisition of Carson. (5) Subsequent to the announcement, the merger agreement was amended in Nov. 2007 to increase the stock component. To that end, the transaction value and LTM TV/EBITDA multiple were $3.0bn and 16.7x, respectively. |
 15 ____________________ Source: Pioneer Management. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014. (1) Normalized Year based on maintenance capital expenditures as provided by Pioneer Management and assumes D&A equal to capex. Pioneer Base Case – Perpetuity Growth Rate Method Preliminary Discounted Cash Flow Analysis Preliminary Valuation Considerations Discounted PV of Terminal Value at a Enterprise Value at a Discount Cash Flows Perpetual Growth Rate of Perpetual Growth Rate of Rate '15E - '18E 2.50% 2.75% 3.00% 2.50% 2.75% 3.00% 8.0% $87 $640 $672 $708 $727 $759 $794 9.0% 85 525 547 571 610 632 656 10.0% 84 440 457 474 524 540 558 Equity Value per Share at a Implied EBITDA Multiple at a Discount Net Perpetual Growth Rate of Perpetual Growth Rate of Rate Debt 2.50% 2.75% 3.00% 2.50% 2.75% 3.00% 8.0% ($191) $15.43 $16.36 $17.37 8.1x 8.5x 9.0x 9.0% (191) 12.07 12.71 13.40 6.9 7.2 7.5 10.0% (191) 10.46 10.97 11.52 6.0 6.2 6.5 Fiscal Year Ending June 30, Normalized 2015E 2016E 2017E 2018E Year (1) Revenue $781 $849 $908 $954 $954 % Growth 2.5% 8.6% 7.0% 5.1% EBITDA $83 $98 $104 $108 $108 % Margin 10.7% 11.6% 11.4% 11.3% 11.3% Less: Depreciation & Amortization (41) (41) (40) (40) (25) EBIT $42 $57 $64 $68 $83 % Margin 5.4% 6.7% 7.0% 7.1% 8.7% Less: Income Taxes (17) (23) (25) (27) (33) Tax-effected EBIT $25 $34 $38 $41 $50 Plus: Depreciation & Amortization 41 41 40 40 25 Less: Capex, Net (28) (54) (42) (45) (25) Less: Change in Working Capital (7) (9) (8) (5) (5) Unlevered FCF $31 $12 $27 % Growth – (62.6%) 134.0% 11.3% $31 $45 |
 16 ____________________ Source: Pioneer Management. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014. (1) Normalized Year based on maintenance capital expenditures as provided by Pioneer Management and assumes D&A equal to capex. Excludes Opportunity 7 project revenue and EBITDA. Preliminary Discounted Cash Flow Analysis Preliminary Valuation Considerations Discounted PV of Terminal Value at a Enterprise Value at a Discount Cash Flows Perpetual Growth Rate of Perpetual Growth Rate of Rate '15E - '18E 2.50% 2.75% 3.00% 2.50% 2.75% 3.00% 8.0% $98 $707 $742 $781 $805 $841 $880 9.0% 96 579 604 630 676 700 727 10.0% 94 486 504 523 581 599 618 Equity Value per Share at a Implied EBITDA Multiple at a Discount Net Perpetual Growth Rate of Perpetual Growth Rate of Rate Debt 2.50% 2.75% 3.00% 2.50% 2.75% 3.00% 8.0% ($191) $17.69 $18.70 $19.83 8.3x 8.8x 9.2x 9.0% (191) 13.96 14.67 15.43 7.1 7.4 7.7 10.0% (191) 11.23 11.75 12.30 6.2 6.4 6.7 Fiscal Year Ending June 30, Normalized 2015E 2016E 2017E 2018E Year (1) Revenue $781 $849 $908 $954 $834 % Growth 2.5% 8.6% 7.0% 5.1% EBITDA $85 $115 $122 $125 $115 % Margin 10.9% 13.5% 13.5% 13.1% 13.8% Less: Depreciation & Amortization (41) (41) (40) (40) (25) EBIT $44 $73 $82 $85 $90 % Margin 5.6% 8.6% 9.1% 8.9% 10.8% Less: Income Taxes (18) (29) (33) (34) (36) Tax-effected EBIT $26 $44 $49 $51 $54 Plus: Depreciation & Amortization 41 41 40 40 25 Less: Capex, Net (29) (54) (42) (45) (25) Less: Change in Working Capital (9) (23) (9) (4) (4) Unlevered FCF $30 $8 $38 % Growth – (74.1%) 385.3% 10.1% $41 $50 Pioneer Sensitivity Case – Perpetuity Growth Rate Method |
 As of June 30, 2014 Status Quo Adj. Pro Forma Cash $3 -- $3 Existing Pioneer Debt (Revolver) $194 ($194) -- New First Lien (L+350bps) -- 265 265 New Second Lien (8.50%) -- 115 115 Total Debt $194 $380 Net Debt 191 377 Equity $259 $314 Total Capitalization $453 $694 2014E Adj. EBITDA (LTM 6/30) $72 $4 $76 Credit Statistics: Total Debt / Adj. EBITDA 2.7x 5.0x Net Debt / Adj. EBITDA 2.7 5.0 17 Preliminary Valuation Considerations Illustrative LBO Analysis – Pioneer Base Case PF Capitalization ($15.00 Offer Price) Sources and Uses ($15.00 Offer Price) IRR Sensitivity to Transaction Metrics Assumes elimination of public company costs of ~$4 to $5 million per annum during sponsor ownership Offer Price Per Share ##### $11.00 $12.00 $13.00 $14.00 $15.00 7.5x 27.8% 22.5% 18.1% 14.3% 11.1% 8.0x 31.2% 25.8% 21.2% 17.3% 14.0% 8.5x 34.3% 28.8% 24.1% 20.1% 16.7% 9.0x 37.2% 31.6% 26.8% 22.7% 19.3% 9.5x 40.0% 34.2% 29.3% 25.2% 21.7% Implied LTM 2014 Multiple 8.5x 7.6x 8.1x 8.5x 9.0x Exit Multiple Sources $ % First Lien (L+350bps) $265 38% Second Lien (8.50%) 115 16% Equity Contribution 321 46% Total Sources $701 100% Uses $ % Equity Purchase $489 70% Refi. Pioneer Debt (Revolver) 194 28% Fees & Expenses 19 3% Total Uses $701 100% ____________________ Source: Pioneer Management and FactSet as of March 24, 2014. Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.866 million common shares outstanding and 2.937 options at a strike price of $11.42 per share, accounted for using the treasury stock method. Assumes Pioneer maintains minimum cash balance of $4.0 million, consistent with current cash balance. Assumes $5 million of transaction fees, $11 million of financing fees and $2.4 million after-tax cost to achieve synergies. |
 18 Illustrative LBO Analysis – Pioneer Base Case Illustrative $15.00 Offer Price Per Share (~35% Premium) ____________________ Source: Pioneer Management. Note: Dollars in millions. Preliminary Valuation Considerations ($ in millions) Fiscal Year Ending June 30, PF 2014E 2015E 2016E 2017E 2018E Income Statement: Revenue $822 $888 $977 $1,036 $1,078 % Growth (10.5%) 8.1% 10.0% 6.1% 4.1% Adj. EBITDA $76 $87 $103 $108 $112 % Margin 9.2% 9.8% 10.5% 10.4% 10.4% EBITDA $72 $83 $98 $104 $108 Net Interest Expense – $21 $22 $24 $24 Capital Expenditures, Net – 28 54 42 45 Balance Sheet: Cash $3 $3 $3 $3 $3 Total Debt $380 $359 $358 $340 $321 Cumulative Debt Paydown – 5.5% 5.9% 10.5% 15.5% Credit Statistics: Total Debt / Adj. EBITDA 5.0x 4.1x 3.5x 3.2x 2.9x Net Debt / Adj. EBITDA 5.0x 4.1x 3.5x 3.1x 2.8x Adj. EBITDA / Net Interest Expense – 4.1x 4.6x 4.5x 4.6x (Adj. EBITDA - CapEx) / Net Interest Expense – 2.8x 2.2x 2.8x 2.8x |
 Potential Strategic Buyer Affordability Analysis |
 19 Source: Company filings and FactSet as of March 24, 2014. Note: Dollar amounts in U.S. millions except per share amounts. (1) Enterprise Value = Market Value of Equity + Short-term Debt + Long-term Debt + Preferred Equity + Minority Interest - Cash and Marketable Securities. (2) Estimates obtained from Wall Street research and calendarized when necessary. Potential Strategic Buyer Affordability Analysis Summary Statistics of Other Potential Buyers Price as of 3/24/2014 $36.47 $43.25 $24.72 $11.77 $20.57 Market Value $7,924 $3,408 $544 $604 $15,090 Enterprise Value (1) $7,445 $4,207 $467 $837 $23,608 Credit Rating WR / NR Ba2 / BB -- / -- B3 / B- Baa3 / BBB EV / CY 2014E EBITDA (2) 9.4x 8.1x 5.6x 6.7x 19.0x Price / CY 2014E Earnings (2) 20.1x 18.9x 16.1x 15.6x 34.5x Cash on Hand $489 $23 $76 $43 $4,339 Available Credit Facilities $1,080 $750 $250 $150 NA ____________________ |
 20 Potential Strategic Buyer Affordability Analysis Estimated Willingness to Pay of Other Potential Buyers ____________________ Source: Pioneer Base Case and FactSet as of March 24, 2014. Note: Dollars in millions. Transaction value assumes 31.866 million common shares outstanding and 2.937 options at a strike price of $11.42 per share, accounted for using the treasury stock method. Assumes Quanta Services transaction debt at 5.5% and MasTec at 6.5%. Assumes transaction close of June 30, 2014. Assumes 20% write-up of excess purchase price amortized over 20 years. Excludes synergies. (1) Excludes transaction fees / working capital. Assumes $218 million of net debt. Offer Considerations 100% Cash 75% Stock / 25% Cash Offer Price Per Share $12.28 $13.95 $12.28 $13.95 Premium to Current 10.0% 25.0% 10.0% 25.0% Transaction Value (1) $612 $670 $612 $670 Trans. Value / CY2014E EBITDA 7.9x 8.6x 7.9x 8.6x CY2015E % Accretion / (Dilution) - $ $0.04 $0.03 $0.00 ($0.04) CY2015E % Accretion / (Dilution) - % 1.7% 1.2% 0.1% (1.4%) Pre-tax Synergies (Cushion) to Breakeven - $ ($13) ($9) ($0) $6 CY2016E % Accretion / (Dilution) - $ $0.06 $0.05 NA NA CY2016E % Accretion / (Dilution) - % 2.7% 2.2% NA NA Pre-tax Synergies (Cushion) to Breakeven - $ ($23) ($19) NA NA CY2014E EV / EBITDA 9.1x 7.7x CY2014E P/E 19.4 18.0 2015E FFO / Debt NM 74.5% 2015E Debt / Total Capitalization 0.1% 44.6% 2015E Debt / EBITDA 0.0x 1.3x Credit Rating -- / -- BB / Ba2 PF Debt / Total Capitalization 12.7% 13.8% 46.5% 46.0% PF 2015E Debt / EBITDA 0.7x 0.8x 1.9x 1.9x Pro Forma EPS Impact Transaction Statistics Acquirer Standalone Statistics Pro Forma Leverage Statistics |
 Appendix |
 0 2,000 4,000 6,000 8,000 Public Market Overview Appendix Public Market Perspectives 21 3-Year Stock Price Performance ____________________ Source: FactSet and Pioneer Base Case as of March 24, 2014. Note: Dollars in millions, except per share amounts. Pioneer: +23.9% Peers (5) : +56.0% S&P 500: +41.8% Pioneer declares a special dividend of $1.00 per share December 4, 2012 Pioneer announces secondary offering of 6.5 million shares of common stock May 13, 2013 (Thousands, Daily Trading Volume) Average Daily Trading Volume (Thousands, ADTV) (4) (4) (%, Indexed Stock Price) FY2013 Q2 earnings beat street estimates by 179% February 5, 2013 FY2013 Q3 earnings miss street estimates by 20% May 6, 2013 103 263 0 100 200 300 Pre-Spike Post-Spike Pioneer Current Market Price as of 3/24/14 $11.16 52-Week High (5/3/13) 15.95 % of 52-Week High 70.0% Diluted Shares Outstanding (mm) (1) 31.866 Equity Value $356 Plus: Total Debt 221 Less: Cash & Cash Equivalents (2) Enterprise Value (2) $574 Debt/2013E EBITDA 2.9x Trading Multiples EV / EBITDA P/E Wall Street Pioneer Wall Street Pioneer CYE December 31, Research Forecast Research Forecast 2014E 7.4x 7.4x 20.3x 20.6x 2015E NA 6.3 NA 14.4 Financial Results (3) 2014E $77 $78 $0.55 $0.54 2015E NA 91 NA 0.78 Mar 11 Oct 11 Jan 12 Apr 12 Nov 12 Feb 13 Dec 13 Mar 14 50% 100% 150% 200% (1) Shares outstanding and options per company filings. Options accounted for using the treasury stock method. (2) Enterprise Value = Market Value of Equity + Short-term Debt + Long-term Debt + Minority Interest - Cash and Marketable Securities. (3) Estimates obtained from Wall Street research and calendarized when necessary. (4) Pre-Spike period referring to March 24, 2011 to May 6, 2013 and Post-Spike period referring to May 8, 2013 to March 24, 2014. (5) Peers including Aegion, Dycom, Emcor, MasTec, MYR Group, Quanta Services and Willbros Group. May 13 Sep 13 Jul 11 Aug 12 |
 Price Targets Appendix Wall Street Perspectives 22 Select Analyst Commentary ____________________ Source: Wall Street research and FactSet as of March 24, 2014. Analyst Recommendations Broker Price Target Current Stock Price (Upside to Current Price) 25% 6% (4%) 25% 11% 16% “Pioneer noted that it has not yet seen a widespread up-tick in underground distribution demand from housing. However, even with the engineering business, the company believes that it can only see about three months into the future in terms of anticipated housing demand. Management did note that they are hopeful that construction-related activity will pick up when the traditional Spring construction season arrives in Q4'14 (June 2014 quarter). This has been our hope as well.” BB&T, February 5, 2014 “The company is only seeing modest improvement in housing recovery, but we will probably get a better read on the construction season as we approach spring. Pioneer is getting more selective in bidding on projects and is avoiding low margin smaller projects, which should aid margins. In the Engineering Services division, it is moving towards a design & build model from EPC work, which would result in lower working capital requirement with minimal impact on dollar margins, as client runs the procurement on its books.” Jefferies, February 5, 2014 “After a strong storm season in 2013, fiscal 2014 should be a year of relatively low storm activity, but we are forecasting improving profit margins from Pioneer's core services business. About 60% of the company’s revenue is distribution-related, and the company is seeing recovery in this segment with a stronger housing market. Complementing its core distribution business, transmission, siting and planning and engineering, and substation are generating more consistent growth.” Janney, February 5, 2014 |
 23 Revenue Growth Breakdown Revenue Breakdown Review of Base Case Projections – Revenue Appendix ____________________ Source: Pioneer Base Case. Note: Dollars in millions. Fiscal Year Ending June 30, 2009A 2010A 2011A 2012A 2013A 2014E 2015E 2016E 2017E 2018E Overhead Distribution $265.0 $248.6 $258.0 $300.2 $270.8 $311.1 $306.1 $324.5 $340.7 $357.7 Underground Distribution 87.5 63.6 62.9 64.5 69.0 67.3 67.3 74.0 79.9 83.9 Transmission 52.9 68.8 73.5 70.7 91.8 92.0 101.2 111.3 120.2 126.3 Substation 16.4 23.7 29.7 31.4 34.6 32.1 33.7 35.4 37.2 39.1 Truck Fabrication 0.5 - 0.5 3.4 10.8 8.3 - - - - Storm 152.8 46.6 64.5 70.5 155.9 60.0 75.0 75.0 75.0 75.0 T&D Revenue $575.1 $451.3 $489.1 $540.7 $632.9 $570.8 $583.3 $620.3 $653.1 $682.0 Engineering and Siting $38.4 $52.7 $75.6 $69.2 $155.8 $155.2 $170.8 $187.8 $202.9 $213.0 Klondyke (Union Construction) -- -- 28.1 46.3 99.5 54.5 60.0 66.0 71.2 74.8 Pine Valley (Union Construction) -- -- -- 18.9 24.2 41.4 42.3 49.8 55.8 59.7 International -- -- 1.1 10.1 6.3 (0.1) -- -- -- -- New Opportunities -- -- -- -- -- -- 32.0 53.5 53.5 49.0 Revenue $613.5 $504.1 $593.9 $685.2 $918.7 $821.9 $888.4 $977.3 $1,036.5 $1,078.5 Fiscal Year Ending June 30, 2009A 2010A 2011A 2012A 2013A 2014E 2015E 2016E 2017E 2018E Overhead Distribution -- (6.2%) 3.8% 16.4% (9.8%) 14.9% (1.6%) 6.0% 5.0% 5.0% Underground Distribution -- (27.3%) (1.1%) 2.6% 6.9% (2.5%) -- 10.0% 8.0% 5.0% Transmission -- 30.1% 6.8% (3.7%) 29.7% 0.3% 10.0% 10.0% 8.0% 5.0% Substation -- 44.7% 25.5% 5.6% 10.5% (7.2%) 5.0% 5.0% 5.0% 5.0% Truck Fabrication -- (100.0%) NM 608.6% 218.8% (23.0%) (100.0%) -- -- -- Storm -- (69.5%) 38.4% 9.3% 121.0% (61.5%) 25.0% -- -- -- T&D Revenue -- (21.5%) 8.4% 10.6% 17.0% (9.8%) 2.2% 6.3% 5.3% 4.4% Engineering and Siting -- 37.5% 43.4% (8.6%) 125.3% (0.4%) 10.0% 10.0% 8.0% 5.0% Klondyke (Union Construction) -- -- -- 65.2% 114.7% (45.2%) 10.0% 10.0% 8.0% 5.0% Pine Valley (Union Construction) -- -- -- -- 28.5% 71.1% 2.0% 17.8% 12.1% 6.9% International -- -- -- 811.2% (37.7%) NM NM -- -- -- New Opportunities -- -- -- -- -- -- -- 67.2% -- (8.4%) Revenue -- (17.8%) 17.8% 15.4% 34.1% (10.5%) 8.1% 10.0% 6.1% 4.1% |
 24 Gross Margin (%) Gross Margin Review of Base Case Projections – Gross Margin Appendix ____________________ Source: Pioneer Base Case and August 2013 Management case. Note: Dollars in millions. Fiscal Year Ending June 30, 2012A 2013A 2014E 2015E 2016E 2017E 2018E Overhead Distribution 9.6% 10.0% 10.4% 11.0% 11.5% 11.7% 12.0% Underground Distribution 13.2% 17.4% 17.9% 17.9% 17.9% 17.9% 17.9% Transmission 18.1% 20.3% 22.3% 22.3% 22.3% 22.3% 22.3% Substation 6.6% 10.1% 9.4% 11.4% 11.9% 12.0% 12.0% Truck Fabrication 0.9% 2.9% 3.8% -- -- -- -- Storm 33.7% 44.0% 40.9% 30.0% 30.0% 30.0% 30.0% T&D Gross Margin 14.0% 20.6% 16.2% 16.2% 16.4% 16.5% 16.6% Engineering and Siting 10.3% 8.6% 8.0% 10.1% 11.3% 11.4% 11.4% Klondyke (Union Construction) 14.3% 9.0% 4.0% 8.1% 10.1% 11.1% 12.0% Pine Valley (Union Construction) 10.6% (14.1%) (2.1%) 5.9% 7.9% 9.9% 12.0% International (0.0%) (31.8%) 74.2% -- -- -- -- New Opportunities -- -- -- 14.5% 15.4% 15.4% 15.6% Gross Margin 13.4% 16.0% 12.9% 13.9% 14.5% 14.7% 15.0% Fiscal Year Ending June 30, 2012A 2013A 2014E 2015E 2016E 2017E 2018E Overhead Distribution $28.8 $27.2 $32.2 $33.6 $37.2 $39.7 $42.8 Underground Distribution 8.5 12.0 12.0 12.0 13.2 14.3 15.0 Transmission 12.8 18.6 20.5 22.6 24.9 26.8 28.2 Substation 2.1 3.5 3.0 3.9 4.2 4.5 4.7 Truck Fabrication 0.0 0.3 0.3 - - - - Storm 23.8 68.6 24.5 22.5 22.5 22.5 22.5 T&D Gross Margin $76.0 $130.2 $92.7 $94.5 $102.0 $107.8 $113.2 Engineering and Siting $7.1 $13.4 $12.5 $17.2 $21.2 $23.2 $24.3 Klondyke (Union Construction) 6.6 9.0 2.2 4.9 6.7 7.9 9.0 Pine Valley (Union Construction) 2.0 (3.4) (0.9) 2.5 3.9 5.5 7.1 International (0.0) (2.0) (0.1) - - - - New Opportunities - - - 4.6 8.2 8.2 7.7 Gross Margin $91.7 $147.2 $106.4 $123.8 $142.0 $152.7 $161.3 |
 25 Capital Expenditures (Excl. Acquisitions) EBITDA Storm-related Services Revenue Non-storm-related Services Revenue (1) Pioneer Base Case vs. Wall Street Projections Appendix ____________________ Source: Pioneer Base Case and FactSet as of March 24, 2014. Note: Dollars in millions. No analyst estimates available past FY2015E. (1) Excludes New Opportunities revenue. Pioneer Forecast Wall Street Research Range # of Analysts Providing Estimates 5 5 5 5 6 6 2 2 $756 $798 $771 $845 $762 $781 700 750 800 850 $900 FY2014E FY2015E $44 $50 $61 $72 $60 $75 25 35 45 55 65 $75 FY2014E FY2015E $70 $77 $77 $86 $72 $83 65 70 75 80 85 $90 FY2014E FY2015E $40 $40 $43 $43 $31 $28 25 30 35 40 45 $50 FY2014E FY2015E |
 26 EBITDA Margin EBITDA Growth Storm-related Services Revenue Growth Non-storm-related Services Rev. Growth (1) Pioneer Base Case vs. Peers Research Projections Appendix ____________________ Source: Pioneer Base Case and FactSet as of March 24, 2014. Note: Dollars in millions. (1) Excludes new opportunities. (2) Peers including MTZ – MasTec, MYRG – MYR Group, PWR – Quanta Services and WG – Willbros Group. Pioneer Forecast Peers (2) Research Projections Range (5.9%) 2.0% 13.2% 12.7% (0.1%) 2.5% (10.0%) (5.0%) 0.0% 5.0% 10.0% 15.0% 20.0% FY2014E FY2015E (5.9%) 2.0% 13.2% 12.7% (61.5%) 25.0% (70.0%) (50.0%) (30.0%) (10.0%) 10.0% 30.0% FY2014E FY2015E 1.4% 2.0% 40.5% 32.3% (34.6%) (35.0%) (15.0%) 5.0% 25.0% 45.0% 65.0% 85.0% FY2014E FY2015E 4.8% 5.9% 10.7% 11.3% 8.7% 9.4% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% FY2014E FY2015E 16.1% |
 27 ($ in Millions, Except per Share) Actual vs. Budgeted Results Appendix ____________________ Source: Pioneer Management. Fiscal Year Ending June 30, 2010 2011 2012 2013 Actual Non-storm-related Services Revenue $457 $529 $615 $763 Budgeted Non-storm-related Services Revenue 540 520 602 778 ($83) $10 $13 ($15) Actual Storm-related Services Revenue $47 $65 $71 $156 Budgeted Storm-related Services Revenue 75 50 50 54 ($28) $15 $21 $102 Actual Total Revenue $504 $594 $685 $919 Budgeted Total Revenue 615 570 652 832 ($111) $24 $33 $87 Actual Gross Profit $48 $68 $92 $147 Budgeted Gross Profit 102 76 93 113 ($55) ($9) ($1) $35 Actual Gross Profit Margin 9.5% 11.4% 13.4% 16.0% Budgeted Gross Profit Margin 16.6% 13.4% 14.3% 13.5% (7.2%) (2.0%) (0.9%) 2.5% Actual EBITDA $32 $48 $64 $110 Budgeted EBITDA NA 60 65 78 NA ($12) ($0) $31 Actual EBITDA Margin 6.3% 8.0% 9.4% 11.9% Budgeted EBITDA Margin NA 10.5% 9.9% 9.4% NA (2.5%) (0.5%) 2.5% Actual EPS ($0.28) $0.04 $0.31 $1.03 Budgeted EPS 0.73 0.34 0.31 0.50 NM ($0.30) -- $0.53 Gross Profit EBITDA EPS EBITDA Margin Gross Profit Margin Revenue |
 28 Summary of Financial Projections – Sensitivity Case Appendix ____________________ Source: Pioneer Sensitivity Case. Note: Dollars in millions. Historical Pioneer Sensitivity Case Fiscal Year Ending June 30, '11-'13A '13A -'18E 2009A 2010A 2011A 2012A 2013A 2014E 2015E 2016E 2017E 2018E CAGR CAGR Income Statement: Non-storm-related Services Revenue $461 $457 $529 $615 $763 $762 $781 $849 $908 $954 20.0% 4.6% % Growth -- (0.7%) 15.7% 16.1% 24.1% (0.1%) 2.5% 8.6% 7.0% 12.4% Storm-related Services Revenue $153 $47 $65 $71 $156 $60 $75 $75 $75 $75 55.4% (13.6%) % Growth -- (69.5%) 38.4% 9.3% 121.0% (61.5%) 25.0% 0.0% 0.0% 0.0% New Opportunities Revenue -- -- -- -- -- -- $48 $200 $210 $201 NA % Growth -- -- -- -- -- -- NM NM 5.1% 0.7% Total Revenue $613 $504 $594 $685 $919 $822 $904 $1,123 $1,193 $1,231 24.4% 6.0% % Growth -- (17.8%) 17.8% 15.4% 34.1% (10.5%) 10.0% 24.2% 6.2% 9.5% Gross Profit $110 $48 $68 $92 $147 $106 $127 $164 $178 $186 47.2% 4.8% % Margin 18.0% 9.5% 11.4% 13.4% 16.0% 12.9% 14.0% 14.6% 14.9% 15.1% EBITDA $96 $22 $48 $64 $110 $72 $85 $115 $122 $125 51.8% 2.6% % Margin 15.7% 4.3% 8.0% 9.4% 11.9% 8.7% 9.4% 10.2% 10.2% 10.1% Memo: EBITDA (Excl. New Opportunities) $96 $22 $48 $64 $110 $72 $81 $91 $97 $101 51.8% (1.5%) EPS $0.94 ($0.41) $0.04 $0.31 $1.03 $0.44 $0.68 $1.20 $1.37 $1.45 7.1% Cash Flow: D&A $37 $36 $38 $38 $41 $41 $41 $41 $40 $40 4.4% (0.8%) % of Revenue 6.0% 7.1% 6.4% 5.6% 4.5% 5.0% 4.6% 3.7% 3.3% 3.2% Capital Expenditures, Gross $27 $18 $19 $34 $40 $31 $29 $54 $42 $45 45.4% 2.3% % of Revenue 4.4% 3.5% 3.2% 4.9% 4.4% 3.8% 3.2% 4.8% 3.5% 3.7% Business Acquisitions $25 $15 $0 $17 $70 – – – – – % of Revenue 4.1% 3.0% 0.0% 2.5% 7.6% – – – – – NA NM |
 29 Historical EV / NTM EBITDA Appendix Pioneer: 7.2x Peers (1) mean: 7.4x ____________________ Source: FactSet as of March 24, 2014. (1) Peers including AEGN - Aegion, DY – Dycom, EME – Emcor, MTZ – MasTec, MYRG – MYR Group, PWR – Quanta Services and WG – Willbros Group. Average Current 1-Year 2-Year 3-Year 5-Year Pioneer 7.2x 6.8x 6.2x 6.2x 6.5x Peers 7.4x 6.5x 6.1x 6.0x 5.9x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x Mar- 09 Mar- 10 Mar- 11 Mar- 12 Mar- 13 Mar- 14 |
 30 WACC Sensitivity Barra Betas of Selected Companies Calculating WACC Weighted Average Cost of Capital Analysis Appendix ____________________ Note: Dollars in millions. Source: Public company filings, Barra, and Ibbotson. WACC at Various Unlevered Beta and Capital Structures Net Debt / Net Debt/ Est. Cost Geometric Mean ERP Arithmetic Mean ERP EBITDA Net Cap. of Debt (6) 0.83 0.96 1.10 1.23 0.83 0.96 1.10 1.23 0.0x 0.0% 5.00% 7.18% 7.80% 8.43% 9.06% 8.87% 9.77% 10.68% 11.58% 1.0 12.5% 5.50% 7.10% 7.72% 8.33% 8.95% 8.76% 9.65% 10.53% 11.42% 2.0 25.2% 6.00% 6.98% 7.56% 8.15% 8.73% 8.55% 9.39% 10.24% 11.08% 3.0 38.0% 6.50% 6.81% 7.35% 7.88% 8.41% 8.25% 9.01% 9.78% 10.55% ERP Average Cost of Equity Geometric Arithmetic Risk Free Rate (3) 3.31% 3.31% Unlevered Beta (2) 0.96 0.96 Levered Beta (4) 1.08 1.08 Historical Risk Premium 4.66% 6.70% Cost of Equity 8.35% 10.55% Pre-tax Cost of Debt 5.50% 5.50% Tax Rate 40.00% 40.00% After-Tax Cost of Debt (5) 3.30% 3.30% Target Net Debt/Total Net Cap. 12.5% 12.5% WACC 7.72% 9.65% (1) (2) (3) (5) (6) (4) Beta Equity Net Net Debt / Selected Companies Levered (1) Unlevered (2) Mkt. Cap Debt/(Cash) Net Cap Quanta Services 1.29 1.29 $7,924 ($479) (6.4%) Emcor 1.24 1.24 3,205 (72) (2.3%) MasTec 1.38 1.19 3,408 799 19.0% Dycom 1.40 1.13 1,122 409 26.7% Aegion 1.51 1.29 960 248 20.5% MYR Group 1.19 1.19 544 (76) (16.4%) Willbros Group 1.63 1.30 604 234 27.9% Average 1.38 1.23 $2,538 $152 9.9% Pioneer 1.35 0.96 356 218 38.0% For each selected company, represents Beta as sourced from Barra. Unlevered Beta = Levered Beta/(1 + ((1 -Tax Rate) * Net Debt/Equity)). Unlevered Beta = Levered Beta for company’s with a net cash position. Twenty Year U.S. Government Bond Yield as of March 24, 2014. Represents levering of the Unlevered Beta with Levered Beta = (Unlevered Beta)*(1+(1-Tax Rate)*(Net Debt/Equity)). Levered Beta = Unlevered Beta at a hypothetical capital structure with no debt. After-tax cost of debt at 40% tax rate. Represents range of cost of debt for an illustrative WACC range. |
 31 Appendix Illustrative LBO Analysis – Pioneer Sensitivity Case PF Capitalization ($17.00 Offer Price) Sources and Uses ($17.00 Offer Price) ____________________ Source: Pioneer Management and FactSet as of March 24, 2014. Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.866 million common shares outstanding and 2.937 options at a strike price of $11.42 per share, accounted for using the treasury stock method. Assumes Pioneer maintains minimum cash balance of $4.0 million, consistent with current cash balance. Assumes $5 million of transaction fees, $11 million of financing fees and $2.4 million after-tax cost to achieve synergies. IRR Sensitivity to Transaction Metrics Assumes elimination of public company costs of ~$4 to $5 million per annum during sponsor ownership Offer Price Per Share ##### $14.00 $15.00 $16.00 $17.00 $18.00 7.5x 21.9% 18.5% 15.5% 12.8% 10.5% 8.0x 24.8% 21.3% 18.2% 15.5% 13.1% 8.5x 27.6% 24.0% 20.8% 18.0% 15.5% 9.0x 30.1% 26.4% 23.2% 20.4% 17.8% 9.5x 32.5% 28.8% 25.5% 22.6% 20.0% Implied LTM 2014 Multiple 8.5x 9.0x 9.4x 9.9x 10.4x Exit Multiple Sources $ % First Lien (L+350bps) $265 34% Second Lien (8.50%) 115 15% Equity Contribution 391 51% Total Sources $771 100% Uses $ % Equity Purchase $558 72% Refi. Pioneer Debt (Revolver) 194 25% Fees & Expenses 19 2% Total Uses $771 100% As of June 30, 2014 Status Quo Adj. Pro Forma Cash $3 -- $3 Existing Pioneer Debt (Revolver) $194 ($194) -- New First Lien (L+350bps) -- 265 265 New Second Lien (8.50%) -- 115 115 Total Debt $194 $380 Net Debt 191 377 Equity $259 $384 Total Capitalization $453 $764 2014E Adj. EBITDA (LTM 6/30) $72 $4 $76 Credit Statistics: Total Debt / Adj. EBITDA 2.7x 5.0x Net Debt / Adj. EBITDA 2.7 5.0 |
 32 ____________________ Source: Pioneer Base Case. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014. (1) Normalized Year assumes capital expenditures equal to zero Preliminary Discounted Cash Flow Analysis for New Opportunities Appendix Opportunity 2 Fiscal Year Ending June 30, Normalized 2015E 2016E 2017E 2018E Year (1) Revenue $11.7 $21.1 $31.3 $31.3 $31.3 % Growth NA 80.0% 48.1% 0.0% EBITDA $2.2 $5.7 $8.2 $7.6 $7.6 % Margin 18.7% 26.9% 26.2% 24.4% 24.4% Less: Income Taxes (0.9) (2.3) (3.3) (3.1) (3.0) Tax-effected EBIT $1.4 $3.5 $5.0 $4.6 $4.5 Plus: Depreciation & Amortization 0.1 0.1 0.1 0.1 0.1 Less: Capex, Net (1.0) -- -- -- (0.1) Less: Change in Working Capital (1.3) (2.0) (0.2) 0.1 -- Unlevered FCF ($0.8) $1.6 $4.9 $4.8 $4.5 Discounted PV of Terminal Value at a Enterprise Value at a Discount Cash Flows Perpetual Growth Rate of Perpetual Growth Rate of Rate '15E - '18E 2.50% 2.75% 3.00% 2.50% 2.75% 3.00% 8.0% $8 $64 $68 $71 $73 $76 $79 9.0% 8 + 53 55 57 = 61 63 65 10.0% 8 44 46 48 52 54 56 |
 33 ____________________ Source: Pioneer Base Case. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014. Opportunity 7 Appendix Preliminary Discounted Cash Flow Analysis for New Opportunities Fiscal Year Ending June 30, 2015E 2016E 2017E 2018E Revenue $4.3 $125.0 $125.0 $120.8 % Growth NA 2807.0% 0.0% (3.4%) EBITDA ($0.2) $10.8 $10.5 $9.6 % Margin NA 8.6% 8.4% 8.0% Tax-effected EBIT ($0.1) $6.5 $6.3 $5.8 Plus: Depreciation & Amortization -- -- -- -- Less: Capex, Net -- -- -- -- Less: Change in Working Capital (0.5) (11.9) (0.9) 0.4 Unlevered FCF ($0.6) ($5.4) $5.4 $6.1 Discounted Discount Cash Flows Rate '15E - '18E 8.0% $4 9.0% 4 10.0% 3 |