![]() Combining Capabilities … Expanding Services… Enhancing Success Baker/RBF Transaction Overview Presented by Brad Mallory, President & CEO, Michael Baker Corporation Mike Zugay, EVP & CFO, Michael Baker Corporation Exhibit 99.1 |
![]() 1 Safe Harbor Note with respect to Forward-Looking Statements: This presentation contains forward-looking statements concerning our future operations and performance. Forward-looking statements are subject to market, operating and economic risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. Factors that may cause such differences include, among others: the events described in the “Risk Factors” section of our 2010 Form 10-K; increased competition; increased costs; changes in general market conditions; changes in industry trends; changes in the regulatory environment; changes in our relationship and/or contracts with the Federal Emergency Management Agency (“FEMA”); changes in anticipated levels of government spending on infrastructure, including the Safe, Accountable, Flexible, Efficient Transportation Equity Act-A Legacy for Users (“SAFETEA-LU”); changes in loan relationships or sources of financing; changes in management; changes in information systems; and divestitures and acquisitions. Such forward-looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. |
![]() Baker & RBF: At a Glance Effective October 1, 2011 Ideal Fit with Baker’s Growth Strategy Culture Strategic – Geographic and Services/Capabilities Creates a National Planning, Design and Construction Services firm 2 |
![]() RBF Business Profile Founded in 1944 Headquartered in Irvine, CA 2010 Revenues approx. $103 mil. Over $90 mil. Backlog at 8/31/11 Approx. 540 Employees 17 Locations in CA, NV and AZ 3 Practice Areas Land Development Planning Public Works Survey Water Resources Surface Water Construction Management |
![]() Surface Water / Watershed Mgmt 9% Environmental (Planning, Environmental Documentation, Urban Design and Natural Resources) 15% Transportation 31% Water / Wastewater 22% Urban Development (Private and Government) 20% 62% Infrastructure Energy 3% 2010 RBF Revenues by Sector (Dollars in millions) 4 |
![]() Market Comparison 5 Primary Markets BAKER RBF Architecture X Aviation X Defense X X Environmental X X Geospatial X X Homeland Security X Municipal & Civil X X Oil & Gas X X Rail & Transit X X Telecom & Utilities X X Transportation X X Water X X |
![]() ENR Rankings Comparison ENR Category (2011) BAKER RBF Combined (1) Top 500 Design #31 #104 #26 Top 100 “Pure Designers” #14 #72 #10 Top 50 Transportation #11 Not Ranked #10 Top 50 Water Supply #15 #35 #12 Top 50 Sewerage and Solid Waste Not Ranked #47 #32 6 (1) Combined rankings estimated based on data published in 2011 Engineering New Record (ENR) Top 500 Design Firms and Top Design Firms Sourcebook. |
![]() Combined National Footprint RBF Consulting Location Legacy Baker Location LPA Group Location 7 |
![]() Contribution to Baker’s Strategic Intent Be a strongly profitable… RBF’s Profit Margins are similar to Baker’s ENR Top 20 firm in design… Combined Baker/RBF Ranking #26 and construction management by 2014… RBF would contribute additional revenue towards Program Management/Construction Management through organic growth and acquisitions… Fulfills another significant piece of our acquisition strategy employing client-focused teams to deliver innovative and sustainable planning, design, and management solutions… RBF believes “Quality service is the rule and the client comes first” throughout the United States and in targeted international markets. RBF positions Baker strongly on the West Coast and provides additional capabilities to pursue select International projects 8 |
![]() Strategic Advantages 9 Adds a West Coast platform for Baker’s services Adds world class Water Resources and Treatment Capabilities, including Desalination expertise Positions Baker to capitalize on an upturn in the Land Development and Urban Development Markets Adds further diversification to Baker’s mix of clients and end markets, particularly in the Private Sector Positions Baker to further expand its Defense services to the U.S. Navy |
![]() Leveraging the Combined Organization will Accelerate Growth Expands and Enhances Technical Expertise and Experience Provide a Larger, More Stable Platform for Risk Management Take-on Larger, More Complex Challenges Penetrate New Clients with Existing Skills 10 Realizing the Potential Value of the Combined Organization |
![]() Financial Highlights 11 A purchase of 100% of the stock of RBF Consulting. $50 million in total, $45.7 million paid in cash and $4.3 million in BKR Common Stock (203,218 shares @ $21.01 average price per share). $44 million was paid at closing and $6 million, including all BKR Common Stock, was retained in escrow. Existing cash funds of MBC were used to complete the purchase and no debt was assumed or created for the deal. |
![]() Financial Aspects 12 *EBITDA was adjusted for unusual and non-recurring items, but excluded expected cost & revenue synergies. The price will be increased or decreased based upon a Net Working Capital Target of $7.5 million as of closing date. RBF’s 2011 full year projections are $102.9 million in gross revenues and approximately $6.2 million in normalized operating profit. Based on 2011 and 2012 projections, the transaction multiple approximates 5.9x adjusted EBIDTA* for both periods. |
![]() Financial Aspects 13 Projected to be highly accretive to 2012 earnings (approximately $0.50 to $0.60 per share, after taxes) excluding amortization of purchased intangibles (Non- GAAP). Projected to be slightly accretive to 2012 earnings (approximately $0.03 per share, after taxes) including amortization of purchased intangibles (GAAP). Accretion estimates included expected cost saving synergies but do not include anticipated cross-selling opportunities. BKR continues to maintain a strong liquidity profile after the transaction to continue its growth strategy. |
![]() Combining Capabilities … Expanding Services… Enhancing Success Baker/RBF Transaction Overview Presented by Brad Mallory, President & CEO, Michael Baker Corporation Mike Zugay, EVP & CFO, Michael Baker Corporation |