8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 12, 2018

Infrastructure and Energy Alternatives, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37796	47-4787177
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6325 Digital Way Suite 460 Indianapolis, Indiana	46278
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (765) 828-2580

None.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Item 7.01. Regulation FD Disclosure

Infrastructure and Energy Alternatives, Inc. (the “Company”) is party to a Credit and Guarantee Agreement, dated September 25, 2018 (the “Credit Agreement”), by and among the Company, as a guarantor thereunder, IEA Energy Services LLC, as borrower, and the guarantors thereunder, Jefferies Finance LLC, as administrative and collateral agent, KeyBank National Association (“KeyBank”), as revolving agent, and certain other parties party thereto as lenders thereunder (together with Jefferies and KeyBank and any other lenders from time to time party thereto, the “Lenders”) (the “Credit Agreement”). The Credit Agreement provides for a term loan facility of $200.0 million, a revolving credit facility of $50.0 million and a delayed-draw term loan facility of $75.0 million (the “Delayed Draw Facility”) (collectively, the “Credit Facilities”). On September 25, 2018, the Company borrowed $200.0 million under the term loan and $20.5 million under the revolving credit facility to refinance existing indebtedness, to pay a portion of the purchase price for the acquisition of Consolidated Construction Solutions I LLC (d/b/a Saiia and the ACC Companies) (“ACC”) and to pay transaction expenses. The Delayed Draw Facility will be used to finance a portion of the cash purchase price for the previously announced acquisition of William Charles Construction Group, including Ragnar Benson (“William Charles”), subject to the satisfaction of certain conditions to funding, including but not limited to (i) no event of default upon execution of the specified acquisition agreement, (ii) consummation of such acquisition, (iii) the bring down of certain representations and warranties and (iv) the Company meeting a specified first lien net leverage ratio (as defined in the Credit Agreement), as further described below.

On October 12, 2018, the Company entered into a debt commitment letter (the “Commitment Letter”) with Jefferies and KeyBank with respect to a $25.0 million incremental term loan under the Credit Facility (the “Incremental Term Facility”), the proceeds of which will, together with proceeds of the Delayed Draw Facility, be used to pay a portion of the cash purchase price for the acquisition of William Charles, refinance existing indebtedness, pay related fees and expenses and for working capital and general corporate purposes. In connection with the Commitment Letter, Jefferies and KeyBank agreed that the Credit Agreement will be amended in connection with entering into the Incremental Term Facility to provide for, among other things, the closing leverage condition applicable to the Delayed Draw Facility to be a pro forma first lien net leverage ratio (as defined in the Credit Agreement) of no greater than 2.90:1:00.

The Lenders will begin syndication of the loans under the Credit Facility, including the loans to be made under the Delayed Draw Facility and the Incremental Term Facility, on October 16, 2018. In connection with the syndication, the Lenders will provide to potential lenders a presentation, a copy of which is attached as Exhibit 99.1 hereto and a confidential information memorandum, selected pages of which are attached as Exhibit 99.2 hereto. In connection with the syndication, the documentation for the Credit Facilities may be amended, including to reflect the change described in the preceding paragraph as well as an increase to the revolving credit facility of $25.0 million.

A copy of the lender presentation and selected pages of the confidential information memorandum are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Additional Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “expect,” “could,” “may,” “intend,” “plan” and “believe,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those expected. These factors include, but are not limited to: (1) the ability of the parties to consummate the acquisition in a timely manner or at all; (2) satisfaction of the conditions precedent to consummation of the acquisition, including the ability to secure required consents and regulatory approvals in a timely manner or at all; (3) the ability to realize financial and strategic goals from acquisition and investment activity, including the ability to integrate acquired businesses; (4) our ability to manage projects effectively and in accordance with management estimates, as well as the ability to accurately estimate the costs associated with ours fixed price and other contracts, including any material changes in estimates for completion of projects; (5) the effect on demand for our services and changes in the amount of capital expenditures by customers and (6) significant changes in tax and other economic incentives and political and governmental policies which could materially and adversely affect the U.S. wind and solar industries. . For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please

refer to the Company’s periodic filings with the Securities & Exchange Commission including those described as “Risk Factors” in the Company’s Proxy Statement on Schedule 14A filed on February 9, 2018. The Company does not undertake any obligation to update forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Current Report on Form 8-K includes information based on independent industry publications and other sources. You should not construe the contents of this Current Report on Form 8-K as legal, accounting, business or tax advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial or other matters contained herein.

The estimates and forecasts contained herein involve significant elements of subjective judgment and analysis and reflect numerous judgments, estimates and assumptions that are inherently uncertain. As such, no representation can be made as to the attainability of such estimates and forecasts.

This Current Report on Form 8-K includes non-GAAP finnancial measures. The Company believes that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. These non-GAAP financial measures may exclude items that are significant in understanding and assessing financial results. Therefore, these financial measures should not be considered in isolation or as an alternative to net income or other measures of profitability or performance under GAAP. Because these non-GAAP financial measures are not in conformity with GAAP, we urge you to review the Company’s audited financial statements, which have been filed with the SEC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Lenders Presentation dated as of October 16, 2018.
99.2	Confidential Information Memorandum dated October 16, 2018 (selected pages).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 16, 2018
	INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
	By:	/s/ Andrew D. Layman
	Name: Andrew D. Layman
	Title:   Chief Financial Officer

EX-99.1

Lender Presentation October 2018

Disclaimer This presentation includes “forward looking statements” (within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995), including but not limited to those regarding the proposed acquisitions by Infrastructure and Energy Alternatives, Inc. (the “Company” or “IEA”) of Consolidated Construction Solutions I LLC (“CCS”) (the “Acquisition”) and William Charles Construction Company LLC (“William Charles”), and the transactions related thereto. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include projected financial information. Such forward looking statements with respect to projections, revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the ability of the parties to consummate the Acquisition in a timely manner or at all; (2) satisfaction of the conditions precedent to consummation of the Acquisition, including the ability to secure required consents and regulatory approvals in a timely manner or at all; (3) the reduction in value of production tax credits and investment tax credits due to the enactment of the Tax Cuts and Jobs Act in December 2017; (4) the adverse effect on our business and financial condition if we fail to comply with the regulations of The Occupational Safety and Health Act of 1970, as amended, and other state and local agencies that oversee transportation and safety compliance; (5) substantial liabilities that could result from physical hazards; (6) the inability to operate efficiently if we are unable to attract and retain qualified managers and skilled employees; (7) an inability to realize financial and strategic goals from acquisition and investment activity; (8) significant changes in tax and other economic incentives and political and governmental policies which could materially and adversely affect the U.S. wind and solar industries; and (9) other risks and uncertainties indicated in the Company’s Securities and Exchange Commission (the “SEC”) filings. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This presentation includes information based on independent industry publications and other sources. You should not construe the contents of this presentation as legal, accounting, business or tax advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial or other matters contained herein. The estimates, forecasts and projections contained herein involve significant elements of subjective judgment and analysis and reflect numerous judgments, estimates and assumptions that are inherently uncertain in prospective financial information of any kind. As such, no representation can be made as to the attainability of such estimates, forecasts and projections. Investors are cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformance with generally accepted accounting principles. For a listing of risks and other factors that could impact the combined company’s ability to attain its projected results, please refer to the “forward-looking statements” above and the “Risk Factors” section of the Proxy Statement. This presentation includes projections that are forward-looking and based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond IEA’s control. While all projections are necessarily speculative, IEA believes that projections relating to periods beyond 12 months from their date of preparation carry increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. This presentation includes non-GAAP financial measures. Definitions of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this presentation. IEA believes that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to IEA’s financial condition and results of operations. A more fulsome description of the nature of the adjustments from GAAP is provided elsewhere in this presentation. These non-GAAP financial measures may exclude items that are significant in understanding and assessing financial results. Therefore, these financial measures should not be considered in isolation or as an alternative to net income or other measures of profitability or performance under GAAP. Because these non-GAAP financial measures are not in conformity with GAAP, we urge you to review IEA’s audited financial statements, which have been filed with the SEC. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to IEA’s periodic filings with the Securities & Exchange Commission including those described as “Risk Factors” in IEA’s Proxy Statement on Schedule 14A filed on February 9, 2018. In assisting with the preparation of this presentation, Jefferies has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of the information contained herein which is based solely on information made available to Jefferies by the Company. None of Jefferies, the Company, the Sponsor or their respective affiliates, or their respective employees, directors, officers, contractors, advisors, members, successors, representatives or agents makes any representation or warranty in respect to the accuracy, completeness or fair presentation of any information or any conclusion contained herein. Jefferies, the Company, the Sponsor or their respective affiliates and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information or matter contained herein. Neither Jefferies nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. i

Today’s Presenters IEA Prior Experience J.P. Roehm CEO and President Andrew Layman CFO Oaktree Capital Management Peter Jonna Senior Vice President ii

Table of Contents Transaction Overview 1 Transaction Rationale 4 IEA Overview 9 Overview of Acquisitions 13 Industry Overview 21 Key Credit Highlights 25 Historical Financial Overview 33 Syndication Overview 36 Appendix 40 Q&A 45 iii

Transaction Overview 1

Executive Summary ▪ Infrastructure and Energy Alternatives, Inc. (“IEA” or the “Company”) is a leading construction services company with specialized energy and heavy civil experience ─ The Company is publicly traded (NASDAQ: IEA) with a market capitalization of $225.9 million(1) ─ Oaktree Capital Management (“Oaktree” or the “Sponsor”) owns approximately 40% of IEA ─ The Company has high revenue visibility and a stable backlog, 91% as of June 2018, of combined 2018E revenue is recognized or in the backlog ▪ On September 25th, IEA acquired Consolidated Construction Solutions I, LLC (“CCS”) for a total consideration of $145 million. CCS consists of two primary businesses: ─ The Environmental Remediation & Industrial Maintenance business specializes in site development, maintenance, environmental site closure, and other outsourced services including contract mining and “cradle-to-grave” coal ash management ─ The Specialty Transportation & Infrastructure Construction business primarily serves the transportation end market with a focus on public works projects in the western U.S. including road & bridge construction and rehabilitation as well as specialty paving ▪ On October 12th IEA also entered into an agreement with William Charles Construction (“William Charles”) to acquire them for a total consideration of approximately $90 million ─ William Charles specializes in civil construction, with core capabilities in the planning, creation and maintenance of infrastructure projects from major railways and intermodal facilities to heavy highway construction projects ▪ The pro forma capital structure at close is expected to consist of the following: ─ $75 million 5-year Revolving Credit Facility ─ $300 million 6-year Senior Secured First Lien Term Loan ▪ Pro forma for the transaction, the Company will have Total Net Leverage of 2.7x, based on LTM 6/30/2018 Pro Forma Adjusted EBITDA of $125.0 million (inclusive of $7.5 million of cost synergies) (1) Reflects 10/15/18 closing price of $10.47 per share. 2

Transaction Overview Sources And Uses Of Funds ($Millions) Sources Uses New Revolving Credit Facility $- Acquisition of CCS (1) $ 145.0 New First Lien Term Loan 300.0 Acquisition of William Charles (2) 90.0 Issuance of IEA shares 5.0 Repayment of Existing Debt 50.0 OID/Upfront Fees 3.3 Financing Fees & Expenses 11.5 Cash to Balance Sheet 5.3 Total Sources $305.0 Total Uses $305.0 Pro Forma Capitalization ($Millions) PF at Close Net Leverage Maturity Cash $11.3 Pro Forma Capitalization New Revolving Credit Facility ($75 million) $- 5 years New First Lien Term Loan 300.0 6 years Capital Leases 44.8 Total Debt $344.8 2.7x Preferred Equity (3) 35.0 Market Capitalization (4) 225.9 Total Capitalization $605.7 Equity (5) / Total Capitalization 43.1% IEA LTM 6/30/18 Pro Forma Adj. EBITDA $50.3 CCS LTM 6/30/18 Pro Forma Adj. EBITDA 45.6 William Charles LTM 6/30/18 Pro Forma Adj. EBITDA 21.6 Synergies - Base Case (6) 7.5 Combined LTM 6/30/18 Pro Forma Adj. EBITDA $125.0 Interest Coverage Ratio 5.7x (1) Assumes a 3.8x purchase multiple based on CCS LTM 6/30/18 Pro Forma Adj. EBITDA of $45.6 million. (2) Assumes a 4.3x purchase multiple based on William Charles LTM 6/30/18 Pro Forma Adj. EBITDA of $21.1 million. (3) 6% payable in cash. (4) Reflects 10/15/18 closing price of $10.47 per share. (5) Equity inclusive of preferred equity (6) Refer to page 35 for more synergy details. 3

Transaction Rationale 4

Acquisitions are a Continuation of the Company’s Strategic Growth Objectives 1 Creates a highly diversified construction services business Adds market leadership in niche end markets with attractive growth characteristics such as 2 rail terminals, high-elevation paving and coal ash remediation Acquisitions bolster IEA’s tremendous backlog and increase revenue visibility and 3 predictability Limited operational integration risk with CCS and William Charles operating as distinct 4 business units 5 Tremendous cost and revenue synergy potential with the combination 5

Strategic Rationale Entry into Environmental Remediation and Rail Markets ◼ Provides additional end market diversification ◼ Provides entry into the environmental remediation market, which is a natural extension for IEA services with existing utility customers ◼ IEA gains long-term relationships with stable, blue chip customers in the utility market such as the Southern Company and Duke Energy through CCS ◼ William Charles has well-established relationships with Class 1 rail companies such as Union Pacific and CSX Expansion of Heavy and Light Civil Infrastructure ◼ Facilitates capture of greater portion of heavy and light civil infrastructure market including the market leader of rail transport ◼ Facilitates capture of a greater portion of energy industry spend and offers cross-selling opportunities ─ Opportunity to expand CCS’s services to IEA customers and vice versa Expansion of Geographic Footprint ◼ Further expands IEA footprint into the less-seasonal Southeast, West and Southwest U.S. markets ◼ Creation of a larger equipment fleet and strategically-located facilities Expansion of IEA’s Capabilities of Outsourced Services ◼ Furthers ability to grow into new end markets, providing additional diversification opportunities ─ CCS has significant experience leveraging outsourced services to grow into new end markets Strong Cultural Fit with Proven Management Teams ◼ Strong cultural fit with IEA (entrepreneurial, safety-focused, preferred employer, dedication to quality and customer service) ◼ CCS and William Charles have well-respected, proven, successful and experienced management teams Enhanced Financial Support to Take Advantage of New Industrial and Environmental Opportunities ◼ Strong financial profile of each target complements IEA ─ CCS’s environmental remediation and industrial maintenance business generally works under 3-5 year contracts, which provide predictable results ─ CCS expected to provide accretive margin 6

Pro Forma Combined Business Overview ($Millions) Consolidated Construction - Current Solutions - Pro forma Segment RenewableRenewable Civil & Environmental Heavy CivilRail & Rail Diversified A scaled, highly diversified engineering Specializes in the design and Provides environmental remediation, Leading heavy civil and general and construction services firm with Company construction of wind and solar electric heavy and light civil infrastructure contractor with broad self-perform attractive and growing end markets with energy generating facilities. Includes services for both public and private capabilities and extensive experience Overview market leadership in niche civil and power delivery reporting segment projects across the United States servicing the rail industry energy markets Transportation Pulp & Others Solar Pulp & Paper Solar 6% Paper 1% Other Mining 3% 2% 6% 7% 16% 3% Mining Other Wind Rail Wind 12% Transportation 4% 42% Revenue by 88% 55% 49% Power (1) & End Market Energy Power & Transportation Rail 6% Energy 35% 13% 24% Transportation 26% $290 $1,117 LTM Revenue $532 $295 $46 $22 $125(2) LTM EBITDA / $50 7.5% % Margin 15.5% 9.5% 10.4% FCF(3) $92 $42 $13 37 $494 $1,729 $274 $961 Total Backlog Note: LTM Revenue and EBITDA figures are Pro Forma Adjusted. (1) IEA revenue percentages are based on management estimates for 2018 revenue split. (2) Includes $7.4mm of cost synergies. (3) FCF is calculated as Pro Forma Adj. LTM 6/30/18 EBITDA less LTM 6/30/18 Capex. Includes proforma adjustment for operating lease conversion. 7

Pro Forma Combined Business Operational Overview Consolidated Construction - Current Solutions - Pro forma Geographic Footprint Pro Forma for the contemplated Acquisitions, IEA will have licenses to operate across all 50 states Total: 471 Total: 2,138 Total: 1,448 Total: 4,057 Forklifts Compactor & Forklifts Trucks Cranes & Cranes & Compactor & Specialty Cranes & Rigging Tractors Compactor & Forklifts 1% Specialty 1% 5% Rigging Rigging Paving 1% 1% Specialty Paving 1% Tractors Paving Compactor & 1% 2% Tractors 1% 5% Cranes & 1% Trucks 6% Specialty 1% Rigging 8% Paving Trucks Fleet 10% 7% 7% (1) Dozers, Tools & Overview Dozers, Support Dozers, Loaders & Loaders & Misc. Tools & Loaders & Units Excavators Support Excavators 45% Misc Excavators Tools & 40% 10% Units Support Support 9% 7% 12% Misc. 74% Units Units 35% 32% Dozers, 66% Loaders & Excavators 11% Headcount 1,500 900 214 2,614 Denotes headquarters and regional offices (1) Support units primarily consist of water trucks, trucks/autos, trailers, screens, crushers, light plants, pumps, reel stand trailers, bucket / attachments, utility vehicles, vehicles, work trucks, semi tractors and storage containers. 8

IEA Overview 9

IEA Company Overview Company Overview ◼ IEA is a leading infrastructure construction company with specialized energy and heavy civil expertise ◼ Tier 1 provider of U.S. wind energy construction with an estimated Renewable Civil & Power & 30% market share Energy Infrastructure Industrial ─ 200+ utility-scale wind and solar projects completed ─ 7,350+ wind turbines erected representing >14 Gigawatts of generation capacity ◼ Growing presence in utility-scale solar IEA’s national talent pool is capable of performing a wide range of heavy civil construction ─ >700 Megawatts of solar power installed and engineering services across end markets ◼ 70+ years of experience in civil, petrochemical and industrial power Select Services and Capabilities ◼ #1 estimated market share in U.S. wind energy construction(1) ◼ Current visibility is the strongest in Company history ─ As of June 30, 2018, 92% of IEA’s revenue is either recognized or in the backlog (2) Project and site Excavation / site Bridges, roadways, development preparation tunnels and shafts Key Customers Turbine assembly Structural steel Underground and erection erection cabling 30% 14GW 700MW 12 of the 16 97% Wind Energy Market of Wind Power Installed of Solar Power Installed Largest Wind Energy of All Major Projects Share(1) Developers Served Completed with a (1) IEA management estimate for FY2017, based upon industry and customer data available to IEA management. Positive Margin(3) (2) 2018E revenue defined as midpoint of Company guidance. (3) Performance for all projects that had revenue for the period FY2012 – May 2017. 10

IEA is the Leader in the Highly Specialized Renewable Energy Infrastructure Construction Industry Market Overview Self-Perform Is Critical ◼ IEA is one of only three Tier I providers for wind construction and is ◼ Construction is ~20%-25% of total cost, but is largest risk to the entire shortlisted on major targeted projects project ◼ IEA believes reliability is more important to customers than price ─ Owners demand self-performing services and experienced contractors ◼ Owners and project financiers limit acceptable Engineering, Procurement ◼ Self-perform capabilities allow IEA to retain margin, while better and Construction companies (EPCs) controlling safety and scheduling of projects ◼ Consolidated market share with few EPCs of scale ─ Turbine erection ─ Significant competitive barriers limit new market entrants ─ Service road design and installation ◼ Labor constrained market ─ Concrete and foundation ─ IEA employs 14 project crews; estimates only 50 qualified crews in the ─ Electrical (high voltage being implemented) U.S.(1) ─ Mechanical Competitive EPC Landscape Tier I Double- Engineering Self-Perform Solar 2017E Wind Competitor Provider Breasted(2) Management Electrical Capabilities Installation(3) ✓ ✓ ✓ ✓ (4) ✓ 1,617 MW ✓ ✓ ✓ ✓ 1,500 MW ✓ ✓ ✓ ✓ 600 MW ✓ ✓ ✓ 1,100 MW ✓ 500 MW (1) Source: IEA management estimate. (2) “Double-breasted” workforce is defined as capability to offer union and non-union labor forces. (3) Source: IEA management estimates and MAKE Consulting (May 2017). (4) Executing strategy to self-perform high-voltage electrical work. 11

IEA Representative Projects Wind Energy – Bruenning’s Breeze Solar Energy – Grand Ridge Solar Brief Summary Brief Summary ◼ Scope of work highlights: ◼ Scope of work highlights: ─ Foundation installation ─ Site clearing and grubbing ─ Construction of access roads ─ Road and laydown area construction ─ Turbine erection ─ Installation of modules Project Details ─ Site restoration Project Details ─ Array wiring ◼ Category: Wind Energy ─ Tower wiring ◼ Category: Solar Energy ─ DC and AC collection system ◼ Client: EON Climate & ◼ Located near Gulf of Mexico, which ◼ Client: Invenergy ◼ First solar union assignment Renewables caused subsurface difficulties due to high ◼ Location: La Salle County, ◼ Consists of twenty individual 1 MW solar water tables ◼ Location: Raymondville, TX IL inverters and 155,000+ photovoltaic ◼ ◼ Scale: 228 MW Despite obstacles, completed on time and ◼ Scale: 20 MW modules within budget Petrochemical / Industrial – Marathon Refinery Heavy Civil – I-69 Brief Summary Brief Summary ◼ Scope of work highlights: ◼ Scope of work highlights: ─ Executed heavy rigging and hoisting ─ 1.5mm cubic yards of borrow and 500,000 cubic yards of cut filled ─ Led lift planning, scheduling and coordination effort ─ Drainage features include precast concrete pipe varying in diameters ─ Provided fleet of 75 large cranes Project Details Project Details from 12-72 inches and 16 precast box ◼ Aggressive, 61-day schedule and was one culverts ◼ Category: Petrochemical / of the most successful refinery ◼ Category: Heavy Civil Industrial ─ 250 acres of tree clearing turnarounds in Marathon’s history ◼ Client: Indiana ◼ One of many projects that expanded I-69 ◼ Client: Marathon Oil ◼ 70,000+ direct exposure hours worked Department of Transportation from Indianapolis to Evansville, IN ◼ Location: Detroit, MI by 140 workers with zero recordable ◼ injuries ◼ Location: Davies and Required special precautions to manage Green Counties, IN impact to local sensitive species 12

Overview of Acquisitions 13

Consolidated Construction Solutions (“CCS”) Overview ($Millions) Consolidated Construction Solutions Environmental Remediation & Industrial Maintenance ◼ Provides environmental remediation and industrial maintenance in the Civil power generation, mining and mineral, and pulp and paper end markets Power Industrial Infrastructure ◼ Specializes in site development, environmental site closure and outsourced services for contract mining and coal ash management ◼ Blue-chip customers, including large-scale utilities ◼ Revenue is generally contracted through 3 – 5 year exclusive reoccurring contracts or project work Offers a well-balanced suite of diversified heavy industrial services Specialty Transportation & Infrastructure Construction Select Services and Capabilities ◼ Provides heavy and light civil infrastructure services for both public and private projects ◼ Market leader in high-altitude road & bridge construction, complex bridge rehabilitation, and specialty paving ◼ Self-performs a majority of projects, operating as general contractor, joint High Friction Surface Polyester Polymer Methacrylate venture partner and/or subcontractor Treatment (HFST) Concrete (PPC) ◼ Proprietary equipment for specialty applications ◼ National footprint Financial Summary High-Altitude / Complex Recreational Facilities Site Preparation Revenue Pro Forma Adjusted EBITDA (1) and Margin $80 20% Bridge 15% 15% $295 $60 13% 15% $273 $277 $46 $36 $40 $118 $120 $132 $40 10% $20 5% $154 $157 $162 $0 0% (1) '16A '17A LTM '16A '17A LTM (1) Environmental Remediation Specialty Transportation Waste Handling Overburden Removal Transportation Services & Industrial Maintenance & Infrastructure Construction (1) LTM for period ending June 30, 2018. 14

Environmental Remediation & Industrial Maintenance Business Overview Power & Energy Maintenance Mining Equipment Mobilization Revenue Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Gross Profit 2017 Revenue / 50% 67% 18% 16% 30% 15% 3% 2% Gross Profit(1) % $60 million 24.2% Margin $21 million 16.4% Margin $36 million 8.7% Margin $3 million 12.1% Margin CCR Remediation & Maintenance Calcium Carbonate Key Services Power Site Preparation Paper Mill Maintenance Equipment Mobilization Other Mining & Site Preparation Non-power Site Preparation ◼ Heavy infrastructure services ◼ Offers process waste handling and ◼ Overburden removal, production ◼ Transportation services offering a primarily for electric power hauling, landfill construction, mining, greenfield site variety of trailers ranging from flat generation companies landfill maintenance and closure, construction, reclamation and beds to 125-foot, 90-ton lowboy pond cleanout, and overall site civil grading services trailers ◼ Prep work for scrubber systems, and infrastructure maintenance ◼ Subcontract out ancillary services ◼ Average age of power fleet is particulate control units and heat such as blasting and hazardous maintained at less than 5 years at Description ◼ recovery steam generation plants, Multi-year contracts, ranging from waste removal all times, the average trailer age is as well as ash hauling, landfill 3-5 years ◼ Multi-year contracts, ranging from less than 7 years maintenance and closure, ash pond 3-5 years ◼ Approximately 60% of hauling cleanout and construction business was performed for third- ◼ Business typically generated party customers and 40% for itself through repeat customers Competition Various Generally limited to 2-4 bidders 1 competitor in Alabama Various Representative Customers (1) Revenue and gross profit does not include other revenue and gross margin generated from corporate and operations segments. Percentages may not add to 100% due to rounding. 15

Specialty Transportation & Infrastructure Construction Business Overview Transportation Landscape & Capability Water Infrastructure Specialty Paving Safety Improvements Infrastructure Recreation % Revenue(1) 42% 19% 11% 7% 6% ◼ Earthwork, bridge and ◼ Open channel and piped ◼ Polyester Polymer Concrete ◼ HFST (High Friction Surface ◼ Community parks, multi- wall structures, and storm drainage, water (PPC) overlays for bridges and Treatment) for improved trails, sport facilities and grading and utilities detention / storage, river roads road friction characteristics golf course construction Description restoration and energy ◼ Build and construct dissipation and water highway interchanges delivery Rehabilitation & Solar Site Capability Site Development Bridge Rehabilitation Emergency Repairs Restoration Development % Revenue(1) 4% 4% 3% 2% 1% ◼ Bridge rehabilitation ◼ Overlot grading, ◼ Joint repair, crack sealing ◼ Land leveling, drainage ◼ Cleaning, repair and including decks, joints, environmental remediation, and painting installation and access road repaving including piers, rail and airport structural excavation, building pad construction methacrylate Description runway joint sealing and utilities, drainage / water safety enhancements quality and roads / sidewalks High-Value Specialty Service Offerings ◼ High Friction Surface ◼ Polyester Polymer Concrete ◼ Low-viscosity, high ◼ Comprehensive solutions for ◼ Diverse construction Treatment is an application (PPC) is a polymer overlay molecular weight high-altitude road, pass and services including parks, created using a combination applied to new and existing methacrylate application bridge construction, sport fields, golf courses of high-strength polymers bridge decks which penetrates concrete preservation, emergency and environmental and angular aggregate surfaces and polymerizes repair and rehab including restoration earthwork and site prep (1) Management estimates based on 2014-2017 revenue work mix. Percentages may not add to 100% due to rounding. 16

CCS Business Diversification 2017 Revenue Segmentation End Market(1) Customer(2) State(1) Coyote Springs Nevada, LLC Caltrans Others 4% Florida Pulp & 4% 4% 4% Paper OMYA Georgia 4% 10% 8% Alabama 23% Mining State DOTs CDOT (MW) 13% 34% 6% California 11% Georgia Power 7% Other Alabama Nevada 59% Power 11% 7% Local Others Municipalities 22% 20% UDOT (SW) 8% Colorado Power & 18% Energy 21% ✓ ✓ ✓ Approximately 40% of CCS’s annual revenue No single CCS customer represents more CCS benefits from geographic diversification is derived from reoccurring work streams than 8% of combined revenues and the security of long-term (3-5 years) contracts related to its environmental remediation and industrial maintenance business ✓ CCS provides services to more than 100+ different customers across the United States and has completed 1,000+ projects since 2000 Note: Percentages may not add to 100% due to rounding. (1) For the LTM period ending December 31, 2017. (2) For the LTM period ending June 30, 2018. 17

CCS Representative Projects Coal Landfill Construction Mining Contract Brief Summary Brief Summary ◼ 80-acre project including: ◼ Consisted of clay and rock overburden removal from two separate quarries ─ 800,000 cubic yards of earthwork located on the same site including screening fill material ─ Pond construction and management ─ Installation of 2mm+ square feet of GCL, geocomposite and HDPE liners ◼ 7.3 million cubic yards of material Project Details removal ─ Placement of 69,000 cubic yards of Project Details ◼ Has maintained relationship with Imerys ◼ Category: Coal Landfill clay and 100,000 cubic yards of ◼ Category: Mining since 2007, completing numerous similar Construction protective cover sand, stone and topsoil ◼ Client: Imerys contracts ◼ Client: Alabama Power ◼ ◼ Highlights end-to-end coal capabilities Location: Sylacauga, AL ◼ Location: Parrish, AL and represents a longer-term opportunity to provide ongoing maintenance High Friction Surface Treatment High Altitude Road Reconstruction Brief Summary Brief Summary ◼ Primary exit from L.A. International ◼ Flooding of Larimer County Road caused Airport notorious for collisions, 80% of catastrophic damage which occurred while surface was wet ◼ Included 10 miles of road reconstruction ◼ Contracted to apply a calcined bauxite with 250,000+ cubic yards of rock aggregate, an extremely hard polish and excavation, 50,000+ cubic yards of abrasion-resistant aggregate to polymer roadway armament as well as Project Details binder Project Details replacement of metal pipes and box ◼ ◼ culverts with 12 single span bridges Category: High Friction ◼ Results: Category: Road Surface Treatment Reconstruction ranging from 55-65 feet in length ─ 41% reduction in collisions in first six ◼ ◼ ◼ Results: Client: Caltrans months following application Client: Federal Highway ◼ Administration ─ Project cost came in at 50% of Location: Los Angeles, CA ─ Improvement in skid factor from 32 ◼ originally projected budget in half the pre-application to 60 post-application Location: Drake, CO time ─ 15% margin contract 18

William Charles Company Overview ($Millions) Company Overview ◼ National, market-leading platform in the attractive rail market with limited competition ◼ Diverse capabilities, including traditional civil, building construction, electric power and environmental remediation ◼ Operates under a unique platform with broad self-perform capabilities, National Rail Roadway Environmental leveraging its deep rail / intermodal experience and extensive capabilities to Remediation serve clients on a nationwide basis ◼ Intermodal facilities ◼ Heavy highway ◼ Soil remediation ◼ ◼ ◼ ◼ Core capabilities in the planning, creation and maintenance of Maintenance facilities Road and bridge Landfill capping infrastructure projects from major railways and intermodal facilities to heavy ◼ Auto marshaling yards construction and ◼ Underground storage highway construction projects ◼ Fueling facilities rehabilitation tank removal and ◼ ◼ Capacity improvements Underground utilities demolition ◼ Self-performs 50% of Revenue by Construction Type(1) ◼ Self-performs 40% of all scope on rail scope on roadway Other projects projects 16% Rail 49% Transportation 35% Financial Summary Electrical Power Mining & Metals Commercial Building Revenue Pro Forma Adjusted EBITDA and Margin ◼ High-quality, ◼ Owns and operates ◼ General contracting technically complex nine quarries, one ◼ 15% Construction electrical projects sand and gravel pit $289 $30 management $261 $18 $22 $13 10% ◼ Commercial and and two asphalt plants ◼ $185 $20 Design-build services ◼ industrial Supports the ◼ Site preparation, $10 7% 7% 7% 5% ◼ Traffic signal company’s civil architectural, civil, $0 0% installation services (2) (2) structural, mechanical '16A '17A LTM '16A '17A LTM ◼ Roadway lighting and electrical services ◼ Airport lighting (1) LTM for period ending May 31, 2018. (2) LTM for period ending June 30, 2018. 19

William Charles Representative Projects Rail Infrastructure – Union Pacific Intermodal Rail Infrastructure – KCS Yard Expansion Brief Summary Brief Summary ◼ Scope of work highlights: ◼ Scope of work highlights: ─ Constructed a 137 acre facility ─ The construction of the new 153 expansion to increase station acre facility include clearing, capacity to 280,000 lifts / year moving embankment, drainage, from 144,000 lifts / year locomotive fueling and lubrication facility, wastewater treatment, four Project Details ─ Expansion included reconfiguration Project Details new buildings, compressed air and extension of 2 working tracks, ◼ ◼ system, new site electrical system, Category: Rail 6 tracks support yard, run around Category: Rail added water and sewer, a new ◼ Client: Union Pacific track, new construction to the ◼ Client: Kansas City Southern bridge construction and ~200,000 main line and double track loop to ◼ Location: Laredo, TX ◼ Location: Mossville, LA ft of track construction facilitate switching ◼ Contract Value: $92 mm ◼ Scale: $62 mm ─ All work took place while the existing yard remained active and traffic increased Road Construction – Interstate 90 Remediation– Scott Air Force Base Landfill Brief Summary Brief Summary ◼ Scope of work highlights: ◼ Scope of work highlights: ─ Completed 12 projects on I-90 to ─ Lead contaminated soil at the date shooting range was treated to a nonhazardous level and waste was ─ Contracted value ranges between moved to final landfill $2 million and $50+ million ─ Creek located between two landfill ─ Contracted to perform further I-90 Project Details Project Details cells was remediated by creating a work including a new M7 ◼ ◼ temporary by-pass pump system Category: Road maintenance building Category: Environmental Remediation while the contaminated soil was ◼ Client: Varies excavated and restored with rip-rap ◼ Client: United States Air Force ◼ Location: Beloit, IL to Chicago, IL ◼ Location: Belleville, IL ─ Included moving waste, site grading and installing a HDPE gas collection system 20

Industry Overview 21

U.S. Construction Market Overview ($Billions) U.S. Construction Put-in-Place 2018E: $1,300 Billion Water, Sewage and Recreation Transport & Waste 2% 2% Road 7% Residential Power 8% 43% Nonresidential 39% Transport & Road $138.2B Power $99.2B Water, Sewage & Waste $31.6B Recreation $25.1B $158 $115 $154 $105 $110 $149 $99 $101 $144 $33 $34 $36 $28 $29 $138 $32 $32 $25 $26 $27 18E 19E 20E 21E 22E 18E 19E 20E 21E 22E 18E 19E 20E 21E 22E 18E 19E 20E 21E 22E ◼ Includes highway & street, airports & ◼ Consists of power generation ◼ Consists of waste water treatment ◼ Includes sport fields, gymnasiums, runways, transportation terminals, (Renewable, Nuclear, Thermal) as well facilities, sewage and drainage arenas, stadiums, theme parks, fitness railroads, docks and ports as distribution networks systems, pump stations, wells and centers, social centers, theaters, etc. ◼ Renewable power generation is the tanks / water towers largest new power generation investment category Aging Infrastructure and Deferred Maintenance Spend is No Longer Discretionary and is a Significant Driver of Near and Long-term Construction Demand Bridges Roads / Highways Rail 2015 FAST Act 2016 Pipes Act $7.3B Transportation Pipeline and 9% 21% in annual CapEx spending by Hazardous of the nation’s ~615K of the nation’s spend from the big 2020 materials safety bridges are structurally highways had poor four publicly traded spending by 2020 deficient pavement condition in Rail Road 2015 companies(1) $305B $608B $123B Backlog of bridge $713B Backlog of highway 4.4% CAGR in spend rehabilitation needs capital needs expected through Source: American Society of Civil Engineers, U.S. DOT, FMI, Capital IQ and Wall Street Research. 2020 (1) Data for CSX Corporation (“CSX”), Kansas City Southern (“KSU”), Norfolk Southern Corporation (“NSC”) and Union Pacific Corporation (“UNP”). 22

Renewable Energy Industry Overview Industry Overview ◼ Renewable energy is reshaping the power industry with wind and solar installed capacity projected to grow substantially as projects are fast tracked to take advantage of the Production Tax Credit (the “PTC”) and the Investment Tax Credit (the "ITC") ◼ According to the U.S. Energy Information Administration (“EIA”), the demand for incremental wind power capacity will double by 2023 and the demand for utility–scale solar capacity will grow by nearly 400% over the next 15 years growing presence in Utility-Scale Solar(1) Factors Driving Increased Demand in Renewable Energy in the U.S. Increased demand for renewable energy Broad upgrades to existing transmission Increased proliferation of smart grid ✔ from corporations and consumers ✔ infrastructure ✔ technology and improved equipment maintenance and reliability U.S. Annual Power Capacity Additions(2) Wind Installed Capacity(3) Solar PV Installed Capacity(4) 40,000 150.0 80.0 35,000 30,698 125.0 115.7 58.0 30,000 103.4 60.0 26,716 53.1 100.0 93.2 49.0 25,000 83.2 44.1 20,699 20,965 20,000 75.0 40.0 16,532 15,000 50.0 U.S. Installed Capacity (GW) Capacity Installed U.S. 10,000 (GW) Capacity Installed U.S. 20.0 Power Capacity Additions (MW) Additions Capacity Power 25.0 5,000 0 0.0 0.0 2013 2014 2015 2016 2017 2017 2018 2019 2020 2017 2018 2019 2020 Wind Solar Natural Gas Other Wind Capacity Solar Capacity Source: American Wind Energy Association (AWEA) (2017 Year End Report). (1) EIA Annual Energy Outlook 2017. (2) Source: American Wind Energy Association (AWEA) (2016 Year End Report). (3) Source: MAKE Consulting (May 2017). (4) Source: U.S. Energy Information Administration (January 2017). 23

Renewable Energy Cost Competitiveness Cost Competitiveness and Tax Credit Dynamics ◼ The federal PTC and ITC provide financial incentives for investments in renewable energy production ─ The PTC declines gradually through 2019, but the four-year safe harbor extension in place will drive projects through 2023 ─ Just counting the projects safe harbored(1) as of 12/31/2017 and assuming IEA’s 30% market share(2), the Company has a $5+ billion revenue opportunity ─ The ITC can be taken for Solar projects and was extended at its current level through 2019, and then declines gradually until 2022 ◼ While federal and state government policies and subsidies have helped develop the renewable energy market to a level of scale and maturity, renewable energy technology is often a cost-effective solution when compared to more traditional power generation technologies such as natural gas and coal, even without the inclusion of tax incentives Unsubsidized Costs of Renewable Energy are Competitive with Conventional Sources(3) Solar PV - Crystalline Utility $43 $53 Unsubsidized Renewable Energy Solar PV - Thin Film Utility Scale $43 $48 Wind $30 $60 Natural Gas Reciprocating $68 $106 Integrated Gasification $96 $231 Conventional Coal $60 $143 Gas Combined Cycle $42 $78 $0 $50 $100 $150 $200 $250 (1) Source: MAKE Consulting (May 2017 and 2018). (2) IEA management estimate, based upon industry and customer data available to IEA management. $ / MWh (3) Source: U.S. Energy Information Administration (January 2017), Wall Street estimates (November 2017). 24

Key Credit Highlights 25

Key Credit Highlights 1 Highly Specialized EPC Platform with Diversified Service Offerings 2 Established Base of Diversified, Blue-Chip Customers 3 Scale and Coverage Area Provide Significant Barriers to Entry 4 Industry Tailwinds with Diverse and Growing End Markets 5 Strong Management Team Committed to Building Client Relationships 6 Sustainable Organic Growth and High Revenue Visibility with a Strong Backlog 26

1 Highly Specialized EPC Platform with Diversified Service Offerings Significant Overlap in Labor, Skills and Equipment Across the Platform Renewable Power Generation Civil & Environmental Heavy Civil & Rail ◼ 200+ utility-scale wind and solar projects ◼ Provides industrial maintenance, ◼ National experience performing general completed environmental services as well as heavy and contractor, construction management and light infrastructure services for public design – build construction on light and class ◼ 7,350+ wind turbines erected representing customers 1 rail >14 gigawatts of generation capacity ◼ Serves customers in the power generation, ─ Intermodal facilities ◼ Growing presence in utility-scale solar transportation, utility, mineral and aggregate ─ Maintenance facilities ─ >700 megawatts of solar power installed mining, industrial recreational and pulp & ─ Auto marshaling yards paper markets ─ Fueling facilities ─ Capacity improvements Market Leading National Provider Market Leading Rail Construction #1 U.S. Wind Energy Construction of Specialty Paving and High Services Provider Serving Blue- - Estimated 30% Market Share Altitude / Complex Bridge Chip Customers for Over 50 years Construction IEA is a diverse national platform of specialty EPC capabilities with market leadership in niche markets 27

2 Established Base of Diversified, Blue-Chip Customers Existing Entrenched Relationships Additional, Long-term Blue-Chip Customer Relationships Consolidated Construction Solutions Blue Chip Industrial and Tier 1 Renewable Energy Developers Major State & Municipal Customers Tier 1 Rail & Municipal Customers Tenure Tenure 11 years 15 years 9 years 18 years 8 years 18 years 4 years Class 1 freight railroads are highly selective when 12 years 20 years inviting participants to bid for large capital 8 years projects and William 18 years Charles has well 3 years established relationships with many of the top 6 years 38 years railroad companies 10 years 42 years 9 years 31 years 5 years 11 years 38 years ◼ Completed wind projects with 10 of the top 16 ◼ CCS provides their services to over 130 different ◼ William Charles has long established U.S. developers / owners customers across the U.S. relationships with the largest railroad operators in North America ◼ A majority of IEA customers also build utility- scale solar projects and are in active discussions with IEA for solar projects The IEA platform has a highly diverse customer base including long-standing relationships with states, municipalities and private blue-chip customers creating a stable, recurring revenue base and another barrier to entry 28

3 Scale and Coverage Area Provide Significant Barriers to Entry Difficult to Replicate Service Coverage Area… Existing IEA National Coverage Consolidated Construction Solutions William Charles While IEA already has national scale within Renewable EPC, CCS and William Charles Projects complete in 35+ States acquisitions immediately provide national scale for more diversified EPC services … With a Specialized Fleet of Equipment Leverageable Across the Platform Maintains an extensive and flexible New strategic locations with acquisitions allow Extensive fleet difficult for ✔ operating fleet to support operations ✔ for enhanced equipment utilization ✔ competitors to match Equipment Type CCS Cranes & Rigging 45 16 12 73 Crane Dozers, Loaders & Excavators 56 221 128 405 Forklifts 5 22 4 31 Support Unit Compactor & Specialty Paving 7 126 104 237 Dozer (1) Support Units 189 1,583 466 2,238 Tools Tools & Misc. 165 - 655 820 Tractors 4 9 12 25 Forklift Trucks - 161 67 228 Tractor Total 471 2,138 1,448 4,057 Compactor Truck IEA’s enhanced national footprint, larger national talent pool and leading equipment fleet size will drive increased barriers to entry (1) Support units primarily consist of water trucks, trucks/autos, trailers, screens, crushers, light plants, pumps, reel stand trailers, bucket / attachments, utility vehicles, vehicles, work trucks, semi tractors and storage containers. 29

4 Industry Tailwinds with Diverse and Growing End Markets Construction Power Transportation Water, Sewage & Waste Recreation Aggregate Mining Pulp / Paper 2018E 400+ Pulp & Construction $99 Billion $138 Billion $32 Billion $25 Billion $1 Billion Put-in-Place Paper Mills / Market Size New / Existing – Highway Existing Existing – Renewable New – Rail, Specialty New Market New Market New Market New Market Market to New – Thermal Paving, Bridge IEA ◼ Market leader in ◼ CCS’s and William ◼ Core competencies ◼ Specializes in ◼ Focused on high ◼ Focus includes site Wind EPC with a Charles’s include drainage constructing growth regions work, process growing solar transportation focus systems, pump professional golf such as the waste hauling, business includes railroad, stations and sewer courses, indoor and Southeast landfill highway and bridge construction projects outdoor sport fields construction and IEA Focus ◼ Full coal plant construction as well and parks maintenance, ash Areas construction, as specialty paving and sludge pond decommissioning, cleanout, pond maintenance and ◼ A small part of IEA’s construction and coal ash services existing revenue is closure transport related ✓ Wind capacity to ✓ Aging infrastructure ✓ Increased ✓ Increased ✓ Correlated to ✓ Plant conversions double by 2023 environmental municipal revenues residential and from graphic paper ✓ Increases in public compliance non-residential to specialty and ✓ Solar capacity to spending initiatives requirements construction packaging paper Growth grow 400% over ✓ Population growth Dynamics the next 15 years ✓ Population growth ✓ FAST Act ✓ FAST Act tailwinds tailwinds ✓ Pipes Act tailwinds ✓ Southeast region is high growth The acquisitions of CCS and William Charles will enable tremendous end market diversification for the IEA platform Source: FMI, BISI, MAKE Consulting. 30

5 Strong Management Team Committed to Building Client Relationships IEA Platform Leadership Proven management team with demonstrated ability to integrate ✔ acquisitions and meet synergy targets Extensive knowledge of engineering and construction services ✔ industry JP Roehm Andrew Layman CEO, IEA CFO, IEA Each member of IEA’s highly effective executive management team 20+ years experience 25+ years experience ✔ has 20+ years of experience within the industry which helps to solidify deep customer relationships Business Unit Presidents Management team has been instrumental in shaping U.S. wind ✔ energy construction industry High customer, vendor and OEM retention due to nested senior ✔ relationships, corporate transparency and responsiveness Chris Hanson Brian Hummer Wind / Solar President Civil & Environmental President Focused on maintaining best-in-class project controls and industry- 25+ years experience 20+ years experience ✔ leading safety performance Industry-Leading Safety Performance(1) 1.2 Industry Average = 1.0 1.0 0.82 0.82 Ben Holmstrom 0.8 0.66 Rail President 0.6 0.51 20+ years experience EMR 0.4 0.2 0.0 '14 '15 '16 '17 EMR (1) Source: U.S. Department of Labor and U.S. Bureau of Labor Statistics (2015). 31

6 Sustainable Organic Growth and High Revenue Visibility with a Strong Backlog ($Millions) Strong Financial Performance High Revenue Visibility with Strong Backlog (1) $1,117 $1,060 $995 $809 IEA 2018E Revenue Recognized or in the Backlog 92% $123 $117 $125 Combined 2018E Revenue $59 Recognized or in the Backlog 96% 2015A 2016A 2017A LTM June-18 Revenue Pro Forma Adj. EBITDA Backlog Bridge Projected 2018 PF Revenue Compared to Current Backlog $215 $1,729 $71 $91 $1,316 $3 $780 $40 $743 $494 $68 $245 $84 $158 $300 $77 $157 $274 $296 $449 $760 $428 $158 $502 $139 $157 $961 $720 $139 $428 $224 6/30/2018 2019 2020 Total 6/30/2018 Remaining 2018 Book and Burn Target Revenue Backlog Remaining IEA CCS William Charles IEA CCS William Charles Note: LTM financials reflect LTM June 2018 information. (1) 2018E revenue defined as midpoint of Company guidance. 32

Historical Financial Overview 33

Pro Forma Historical Financial Performance ($Millions) Revenue Pro Forma Adj. EBITDA $123 $125 $117 $1,117 $7 $7 $1,060 (1) $7 $995 $12 $17 $22 $809 $185 $289 $261 $36 $273 $59 $40 $46 $305 $295 $277 $15 $297 $22 $67 $603 $53 $457 $532 $50 $207 $23 2015 2016 2017 LTM June-18(1) 2015A 2016A 2017A LTM June-18 IEA CCS William Charles Synergies ▪ Total new wind construction pulled forward to 8.7 GW in 2016 before declining to 7.0 GW in 2017 ▪ IEA 2016 performance driven by strong wind construction due to PTC extension timing Capex FCF (2) $99 $91 $92 $9 $11 $13 $25 $31 $37 $25 $42 $20 $18 $17 $8 $9 $65 $3 $6 $12 $7 $8 $48 $42 $9 $10 $11 $22 $1 $2 $4 $8 2015A 2016A 2017A LTM June-18 2015A 2016A 2017A LTM June-18 Note: LTM financials reflect LTM June 2018 information. (1) Pro forma for Arkwright project adjustment and discontinued Canadian operations. (2) FCF defined as PF Adj. EBITDA less Capex, excluding synergies. 34

Synergy Opportunities ($Millions) Opportunity Base Upside Timing Overview Savings represent $2.3 – $4.9 million. Assumed Executive $2.3 $4.9 6 – 12 months redundancy in the areas of finance, operations and administrative assistance Savings represent $1.5 – $2.1 million. Assumed Finance $1.5 $2.1 6 – 12 months redundancy in controllership, accounting, AP / AR, payroll and other areas Savings represent $1.2 million in each case. Estimate for Insurance $1.2 $1.2 12 – 18 months CCS synergies ($619k) and William Charles synergies ($597k); William Charles estimate under review Savings represent $0.6 million in both cases. HR $0.6 $0.6 6 – 12 months Assumed redundancy in benefits administrations, generalist HR support and HR management Savings represent $0.3 - $0.6 million. Reductions in T&E T&E $0.3 $0.6 6 months based proportionately on the reduction in headcount spend with a 20% margin for error Total savings represent $7.4 - $11.6 million. Inclusive Total Cost $7.4 $11.6 6 – 18 months of additional cost saving synergies not broken out above Synergies including, but not limited to, IT Facilities Adjusted EBITDA includes $7.4 million of cost synergies, relative to the upside scenario of $11.6 million identified by management and vetted by third party advisors 35

Syndication Overview 36

Summary of Key Terms TermsTerms ABLRevolving Revolving Credit Credit Facility Facility FirstFirst LienLien TermTerm LoanLoan Ranking and Security First priority security interest on substantially all assets of the Borrower and guarantors (subject to customary exceptions) Amount $75 million $300 million First Lien Term Loan Maturity 5 years 6 years Greater of $122.5 million and 100% of Consolidated EBITDA; unlimited First Lien subject to First Lien Net Leverage of 2.58x, Incremental Facilities: unlimited Junior Lien and unlimited unsecured subject to Total Net Leverage of 2.58x Margin Step-down(s): One 25 bps step-down if First Lien Net Leverage is below 2.08x Amortization None 1.00% per annum with bullet at maturity 50% ECF sweep, with step-downs to 25.0% and 0.0% at 1.58x and 1.08x at First Lien Net Leverage, respectively Mandatory Prepayments None 100% of certain debt issuances 100% of asset-sale proceeds Prepayment Premiums N/A 101 soft call for 6 months Limited to a maximum of 4.00x First Lien Net Leverage, subject to one step-down to 2.85x from and after the second Financial Covenants anniversary of the initial closing date Affirmative & Negative Covenants Customary for facilities of this type 37

Transaction Timeline October 2018 November 2018 S M T W T F S S M T W T F S 1 2 3 4 5 6 1 2 3 7 8 9 10 11 12 13 4 5 6 7 8 9 10 14 15 16 17 18 19 20 11 12 13 14 15 16 17 21 22 23 24 25 26 27 18 19 20 21 22 23 24 28 29 30 31 25 26 27 28 29 30 Key Date Market Holiday Key Dates Event October 16th Bank Meeting October 30th Commitments Due November 1st Allocate and Close Transaction 38

Illustrative Pro Forma Corporate Structure Classification for U.S. Tax Purposes = Individuals/Other = Partnership = Corporation = Disregarded Entity Infrastructure and Public Entity Energy Alternatives, Inc. Parent Guarantor IEA Intermediate Holdco, LLC Borrower $75 million Revolving Credit Facility IEA Energy Services, $300 million First Lien Term Loan LLC IEA IEA Equipment Union HoldCo Management Non-Union HoldCo Management, Inc. Services, Inc. Union Holdco and Non-Union HoldCo Subsidiaries and Subsidiaries Note: Please refer to the Appendix for the full breakout of the Pro Forma Corporate Structure. 39

Appendix 40

EBITDA Reconciliation - IEA ($Millions) Management Adjustments Fiscal Year End December 31st, LTM ($ millions) 2016 2017 2018(1) 1) Consulting fees and Transaction costs: Represents consulting and professional fees and expenses in connection with the IPO Net Income $65.5 $16.5 $(0.9) and other acquisition costs. Interest Expense, net 0.5 2.2 3.9 2) Credit support fees: Reflects payments to Oaktree for its Depreciation and Amortization 3.4 5.0 6.9 guarantee of certain borrowings, which guarantees did not Taxes (10.1) 13.9 8.7 continue post-combination. Reported EBITDA $59.3 $37.6 $18.6 3) Diversification SG&A: Reflects the costs, including recruiting, compensation and benefits for additional personnel, associated Management Adjustments with IEA beginning to expand into electrical transmission work 1) Consulting fees and Tranaction costs 1.0 4.8 14.0 and corresponding services, which were historically 2) Credit support fees 2.3 1.5 0.9 subcontracted to third parties, U.S. utility scale solar, and heavy civil infrastructure. These costs currently do not have 3) Diversification SG&A - 3.8 4.5 corresponding revenue, but management anticipates revenue to 4) Stock compensation 0.2 0.1 - fiscal 2018. 5) Settlement of Customer Project Dispute - - 8.5 5) Settlement of customer project dispute: Related to a dispute 6) Capital leases - 4.7 - regarding the costs to be incurred to complete a project and the 7) Canadian wind-down bonus expense 2.0 - - loss of revenue related to unbilled change orders. The three and 8) Discontinued Canadian operations (1.1) - - six months ended June 30, 2018, regarding the costs to finish the project were $0.9 million and $5.6 million respectively. Total Management Adjustments $4.4 $14.9 $27.9 The loss of revenue related to unbilled changed orders for the Adjusted EBITDA $63.7 $52.5 $46.5 three and six months ended June 30, 2018, was $2.5 million and $2.9 million, respectively. The add back reflects the Credit Agreement Adjustments associated negative impact to gross margin. While IEA believed 9) Other adjustments permitted under credit agreement 3.5 (1.5) 0.7 it had a strong legal position to support the charges, 10) Settlement of Customer Project Dispute Margin - 1.9 3.1 management determined that it was in the best interests of the Company to settle the dispute, retain the important customer Total Credit Agreement Adjustments $3.5 $0.4 $3.8 relationship and secure the award of an additional Wind energy project with the customer, which will be built in 2018. Pro Forma Adjusted EBITDA $67.2 $52.9 $50.3 6) Capital leases: Reflects the annualization of the impact on EBITDA of the capital leasing program for cranes and yellow Source: Management information and PwC analysis. iron, which was implemented in 2017, consisting of a (i) positive adjustment due to the elimination of cost of goods sold attributable to operating lease payments, (ii) reduction in cost of goods due to estimated and operational efficiencies resulting from the program, and (iii) representing a pro rata portion of the estimated gain due to estimated future residual value exceeding depreciated carrying value on the sale of the leased assets following the 48 month term of the lease. 41

EBITDA Reconciliation - CCS ($Millions) Fiscal Year End December 31st, Management Adjustments LTM (1) 3) Transaction costs: Represents third party advisor ($ millions) 2016 2017 2018 transaction costs. FY17 and LTM June-18 costs are Net Income $8.0 $8.3 $10.3 associated with the current contemplated transaction, primarily related to advisor fees from their investment Interest Expense, net 7.8 8.3 8.3 bankers. Depreciation and Amortization 9.0 8.0 7.7 Taxes (0.2) 4.0 5.2 4) Corporate overhead costs: Represents costs that are removed from operations due to acquisition of company, Reported EBITDA $24.6 $28.6 $31.5 i.e. CEO expense, rent expense, etc. Management Adjustments 5) Operating lease conversion: Due to its debt covenants, 1) Professional expenses 0.3 - - the Company currently is limited on the amount of 2) Discontinued operations 0.2 - - capital purchases/capital leases it is able to incur in a 3) Transaction costs - 0.3 0.5 year (currently ~$9mm). As a result, the Company typically enters into operating leases rather than capital Total Management Adjustments $0.5 $0.3 $0.5 leases as to avoid exceeding its capital expenditure Adjusted EBITDA $25.1 $28.9 $32.0 limit. This reflects earnings on a pro forma basis had the Credit Agreement Adjustments Company been able to finance the assets under operating leases using a capital lease financing 4) Corporate overhead costs 1.3 (0.1) (0.1) arrangement. Note that $21.5 million of capital leases 5) Operating lease conversion 9.7 11.7 13.6 have been added to the pro forma balance sheet to Total Credit Agreement Adjustments $11.0 $11.6 $13.5 account for this conversion. Pro Forma Adjusted EBITDA $36.1 $40.5 $45.6 Source: Management information and PwC analysis. 42

EBITDA Reconciliation – William Charles ($Millions) Fiscal Year End December 31st, LTM Management Adjustments ($ millions) 2016 2017 2018(1) 1) Operating lease conversion: The adjustment if the Company had been able to finance the assets under Net Income $2.5 $4.7 $7.6 operating leases using a capital lease financing Interest Expense, net 0.4 0.1 0.1 arrangement. Currently the company is limited on the Depreciation and Amortization 4.2 4.4 4.9 amount of capital purchases/capital leases they are able Taxes 0.1 0.2 0.1 to incur in a year. Reported EBITDA $7.2 $9.4 $12.7 2) Corporate overhead costs: Represents costs that are removed from operations due to acquisition of company, Credit Agreement Adjustments i.e. CEO expense, rent expense, etc. 1) Operating lease conversion 5.2 5.2 5.2 2) Corporate overhead costs 0.1 2.8 3.2 Total Credit Agreement Adjustments $5.3 $8.0 $8.4 Pro Forma Adjusted EBITDA $12.5 $17.4 $21.1 Source: Management information and PwC analysis. 43

Summary P&L (FYE December 31) ($ Millions) 2016A 2017A LTM June-18 Total Revenue IEA $ 602.7 $ 456.7 $ 532.4 CCS 272.7 277.0 294.7 William Charles 185.1 261.3 289.5 Total Revenue $ 1,060.4 $ 995.1 $ 1,116.7 Gross Profit IEA 85.1 69.8 69.2 CCS 54.0 59.6 65.2 William Charles 28.9 34.7 39.1 Total Gross Profit $ 168.1 $ 164.1 $ 173.5 IEA % Margin 14.1% 15.3% 13.0% CCS % Margin 19.8% 21.5% 22.1% William Charles % Margin 15.6% 13.3% 13.5% Total % Margin 15.8% 16.5% 15.5% SG&A IEA 18.0 16.8 18.9 CCS 18.0 19.3 19.7 William Charles 16.5 17.4 17.6 Synergies 7.1 6.6 7.5 Total SG&A 45.5 46.8 48.6 Pro Forma Adjusted EBITDA $ 122.6 $ 117.2 $ 125.0 % EBITDA Margin 11.6% 11.8% 11.2% 44

Q&A 45

EX-99.2

9. Summary Historical Financial Information CONFIDENTIAL 57

9. Summary Historical Financial Information SUMMARY HISTORICAL FINANCIAL INFORMATION The following table sets forth Infrastructure and Energy Alternatives, LLC’s summary historical financial highlights and selected operating data: IEA Combined Financial Summary (FYE December 31) 2016A 2017A LTM June-18 ($ Millions) Total Revenue IEA $ 602.7 $ 456.7 $ 532.4 CCS 272.7 277.0 294.7 William Charles 185.1 261.3 289.5 Total Revenue $ 1,060.4 $ 995.1 $ 1,116.7 Gross Profit IEA 85.1 69.8 69.2 CCS 54.0 59.6 65.2 William Charles 28.9 34.7 39.1 Total Gross Profit $ 168.1 $ 164.1 $ 173.5 IEA % Margin 14.1% 15.3% 13.0% CCS % Margin 19.8% 21.5% 22.1% William Charles % Margin 15.6% 13.3% 13.5% Total % Margin 15.8% 16.5% 15.5% SG&A IEA 18.0 16.8 18.9 CCS 18.0 19.3 19.7 William Charles 16.5 17.4 17.6 Synergies 7.1 6.6 7.5 Total SG&A 45.5 46.8 48.6 Pro Forma Adjusted EBITDA $ 122.6 $ 117.2 $ 125.0 % EBITDA Margin 11.6% 11.8% 11.2% CONFIDENTIAL 58

MANAGEMENT DISCUSSION AND ANALYSIS Overview IEA is a leading U.S. provider of infrastructure solutions for the renewable energy, traditional power and civil infrastructure industries. The Company is currently primarily focused on the wind energy industry, where it specializes in providing complete engineering, procurement and construction (‘‘EPC’’) services throughout the U.S. IEA is one of three Tier 1 providers in the wind energy industry and has completed more than 190 wind and solar projects in 35 states. The services the Company provides include the design, site development, construction, installation and restoration of infrastructure. Fiscal Year 2017 compared to Fiscal Year 2016 Revenue IEA recognizes revenue using the percentage-of-completion method. Under this method, the percentage of revenue to be recognized for a given project is measured by the percentage of costs incurred to date on the contract to the total estimated costs for the contract. The estimation process for revenue recognized under the percentage - of- completion method is based on the professional knowledge and experience of our project managers, engineers and financial professionals. IEA management reviews the estimates of contract revenue and costs on an ongoing basis. IEA revenue decreased $146.0 million, or 24% from $602.7 million to $456.7 million for the year ended December 31, 2016 to the year ended December 31, 2017. The decline was driven by uncertainty around Wind Industry tax benefit legislation. First, there was a slowdown in 2016 due to the uncertainty around the Production Tax Credit (“PTC”) extension. Second, there were further delays in new projects due to the uncertainty around the 2017 Tax Act. Total new wind construction declined from 8.7 GW in the year ended December 31, 2016 to 7.0 GW in the year ended December 31, 2017. CCS revenue increased by $4.3 million, or 1.6% from $272.7 million to $277.0 million for the year ended December 31, 2016 to the year ended December 31, 2017. The moderate increase was due to steady market conditions. This increase was driven by the civil division, which had several large projects under contract. The company has also seen a revenue increase from its ACC South West division. Whitney revenue increased $76.2 million, or 41.2% from $185.1 million to $261.3 million for the year ended December 31, 2016 to the year ended December 31, 2017. The significant growth was driven primarily by the Rail business. The Rockford business has also experienced steady growth via large projects in Illinois. Gross Margin Total Gross Margin increased from 15.8% to 16.5% over the period from the year ended December 31, 2016 to the year ended December 31, 2017. The 70bps of margin expansion on a Pro Forma basis was driven primarily by lowering key cost inputs. Since 2009, the cost of implementing wind powered energy sources has decreased by 67% as new technology has cut traditionally higher construction costs. This trend is largely responsible for the gross margin increase despite the revenue decline. Additionally, CCS Pro Forma Adjusted Gross Margin increased from 19.8% to 21.5% from for the year ended December 31, 2016 to the year ended December 31, 2017. Margin expansion for CCS was driven by the civil division, which was awarded remediation work in 2017 that was performed at higher margins than in the preceding year. Whitney’s Gross Margin declined 2.3% from 15.6% in year ended December 31, 2016 to 13.3% for year ended December 31, 2017. CONFIDENTIAL 59

SG&A Total SG&A increased by $1.3 million from $45.5 million to 46.8 million for the year ended December 31, 2016 to the year ended December 31, 2017. Total SG&A increased from 4.3% of revenue for the year ended December 31, 2016, to 4.7% of revenue for the year ended December 31, 2017. Selling, general and administrative expenses consist principally of compensation and benefit expenses, travel expenses and related costs for finance, benefits and risk management, legal, facilities, information services and executive personnel. Selling, general and administrative expenses also include outside professional and accounting fees, expenses associated with information technology used in administration of the business, various forms of insurance and transaction expenses. The modest increase in SG&A is a result of IEA’s expansion into electrical services beginning in 2017. The Company has hired employees dedicated to these services and has been incurring costs, including recruitment costs, with no corresponding revenue. Additionally, the Company has hired a team of resources to expand its solar presence which also has not yet generated revenue to date. Offsetting revenues for these expenses are not expected until 2018. Pro Forma Adjusted EBITDA Total Pro Forma Adjusted EBITDA decreased $5.4 million or 4.4% from $122.6 million to $117.2 million from the year ended December 31, 2016 to the year ended December 31, 2017. Total Pro Forma Adjusted EBITDA as a percentage of revenue remained generally stable from 11.6% to 11.8%. On a Pro Forma Adjusted basis, IEA’s EBITDA decreased from $67.2 million as of year ended December 31, 2016, to $53.0 million for the year ended December 31, 2017. This decline was driven primarily by a decrease in project volume as a result of “PTC” extension concerns. Additionally, EBITDA was adjusted for year ended December 31, 2017 to reflect the Company’s shift from using short term operating leases for certain equipment, including cranes and yellow iron, to using capital leases, which have more attractive financial terms. Management indicated that the Company was not able to secure capital leases in prior years given its overall leverage position. The adjustment reflects the historical benefit to EBITDA had capital leases been in place instead of operating leases. Capex Total Capex decreased marginally $1.3 million from $38.0 million to $36.7 million for the year ended December 31, 2016 to the year ended December 31, 2017 but remained stable as a percentage of total Pro Forma Revenue from 3.6% to 3.7% over the same period. The stability is a result of IEA stand-alone increasing their Capex investment 60bps from the year ended December 31, 2016 to the year ended December 31, 2017, accounting for just under 1.0% of their revenue during that period. The slight decline in Capex is also reflective of the slowdown in project volume between the year ended December 31, 2016 to the year ended December 31, 2017. The Company’s Capex investment is primarily a product of project volume, and expenditures are typically incurred in association with specific projects. On a Pro Forma basis, Capex investment also declines as the Company recognizes equipment synergies. CONFIDENTIAL 60

ADJUSTED EBITDA RECONCILIATION INFORMATION IEA EBITDA Adjustments Fiscal Year End December 31st, LTM ($ millions) 2016 2017 2018(1) Net Income $65.5 $16.5 $(0.9) Interest Expense, net 0.5 2.2 3.9 Depreciation and Amortization 3.4 5.0 6.9 Taxes (10.1) 13.9 8.7 Reported EBITDA $59.3 $37.6 $18.6 Management Adjustments 1) Consulting fees and Tranaction costs 1.0 4.8 14.0 2) Credit support fees 2.3 1.5 0.9 3) Diversification SG&A - 3.8 4.5 4) Stock compensation 0.2 0.1 - 5) Settlement of Customer Project Dispute - - 8.5 6) Capital leases - 4.7 - 7) Canadian wind-down bonus expense 2.0 - - 8) Discontinued Canadian operations (1.1) - - Total Management Adjustments $4.4 $14.9 $27.9 Adjusted EBITDA $63.7 $52.5 $46.5 Credit Agreement Adjustments 9) Other adjustments permitted under credit agreement 3.5 (1.5) 0.7 10) Settlement of Customer Project Dispute Margin - 1.9 3.1 Total Credit Agreement Adjustments $3.5 $0.4 $3.8 Pro Forma Adjusted EBITDA $67.2 $52.9 $50.3 Source: Management information and PWC analysis (1) LTM as of 6/30/2018 CONFIDENTIAL 61

IEA EBITDA Adjustments IEA EBITDA Reconciliation 1. Management Adjustments 1) Consulting fees and Transaction costs: Represents consulting and professional fees and expenses in connection with the IPO and other acquisition costs. 2) Credit support fees: Reflects payments to Oaktree for its guarantee of certain borrowings, which guarantees did not continue post-combination. 3) Diversification SG&A: Reflects the costs, including recruiting, compensation and benefits for additional personnel, associated with IEA beginning to expand into electrical transmission work and corresponding services, which were historically subcontracted to third parties, U.S. utility scale solar, and heavy civil infrastructure. These costs currently do not have corresponding revenue, but management anticipates revenue to fiscal 2018. 5) Settlement of customer project dispute: Related to a dispute regarding the costs to be incurred to complete a project and the loss of revenue related to unbilled change orders. The three and six months ended June 30, 2018, regarding the costs to finish the project were $0.9 million and $5.6 million respectively. The loss of revenue related to unbilled changed orders for the three and six months ended June 30, 2018, was $2.5 million and $2.9 million, respectively. The add back reflects the associated negative impact to gross margin. While IEA believed it had a strong legal position to support the charges, management determined that it was in the best interests of the Company to settle the dispute, retain the important customer relationship and secure the award of an additional Wind energy project with the customer, which will be built in 2018. 6) Capital leases: Reflects the annualization of the impact on EBITDA of the capital leasing program for cranes and yellow iron, which was implemented in 2017, consisting of a (i) positive adjustment due to the elimination of cost of goods sold attributable to operating lease payments, (ii) reduction in cost of goods due to estimated and operational efficiencies resulting from the program, and (iii) representing a pro rata portion of the estimated gain due to estimated future residual value exceeding depreciated carrying value on the sale of the leased assets following the 48 month term of the lease. CONFIDENTIAL 62

CCS EBITDA Adjustments Fiscal Year End December 31st, LTM (1) ($ millions) 2016 2017 2018 Net Income $8.0 $8.3 $10.3 Interest Expense, net 7.8 8.3 8.3 Depreciation and Amortization 9.0 8.0 7.7 Taxes (0.2) 4.0 5.2 Reported EBITDA $24.6 $28.6 $31.5 Management Adjustments 1) Professional expenses 0.3 - - 2) Discontinued operations 0.2 - - 3) Transaction costs - 0.3 0.5 Total Management Adjustments $0.5 $0.3 $0.5 Adjusted EBITDA $25.1 $28.9 $32.0 Credit Agreement Adjustments 4) Corporate overhead costs 1.3 (0.1) (0.1) 5) Operating lease conversion 9.7 11.7 13.6 Total Credit Agreement Adjustments $11.0 $11.6 $13.5 Pro Forma Adjusted EBITDA $36.1 $40.5 $45.6 CCS EBITDA Adjustments 1. Management Adjustments 3) Transaction costs: Represents third party advisor transaction costs. FY17 and LTM May-18 costs are associated with the current contemplated transaction, primarily related to advisor fees from their investment bankers. 4) Corporate overhead costs: Represents costs that are removed from operations due to acquisition of company, i.e. CEO expense, rent expense, etc. 5) Operating lease conversion: Due to its debt covenants, the Company currently is limited on the amount of capital purchases/capital leases it is able to incur in a year (currently ~$9mm). As a result, the Company typically enters into operating leases rather than capital leases as to avoid exceeding its capital expenditure limit. This reflects earnings on a pro forma basis had the Company been able to finance the assets under operating leases using a capital lease financing arrangement. Note that $21.5 million of capital leases have been added to the pro forma balance sheet to account for this conversion Source: Management information and PWC analysis (1) LTM as of 6/30/2018 CONFIDENTIAL 63

William Charles EBITDA Adjustments Fiscal Year End December 31st, LTM (1) ($ millions) 2016 2017 2018 Net Income $2.5 $4.7 $7.6 Interest Expense, net 0.4 0.1 0.1 Depreciation and Amortization 4.2 4.4 4.9 Taxes 0.1 0.2 0.1 Reported EBITDA $7.2 $9.4 $12.7 Credit Agreement Adjustments 1) Operating lease conversion 5.2 5.2 5.2 2) Corporate overhead costs 0.1 2.8 3.7 Total Credit Agreement Adjustments $5.3 $8.0 $8.9 Pro Forma Adjusted EBITDA $12.5 $17.4 $21.6 William Charles EBITDA Adjustments William Charles EBITDA Reconciliation 1. Management Adjustments 1) Operating lease conversion: The adjustment if the Company had been able to finance the assets under operating leases using a capital lease financing arrangement. Currently the company is limited on the amount of capital purchases/capital leases they are able to incur in a year. 2) Corporate overhead costs: Represents costs that are removed from operations due to acquisition of company, i.e. CEO expense, rent expense, etc. Source: Management information and PWC analysis (1) LTM as of 6/30/2018. CONFIDENTIAL 64