EX-99.2 3 ex99_2.htm EXHIBIT 99.2 ex99_2.htm

EXHIBIT 99.2
NasdaqGS: STRL
Acquires 
Road and Highway Builders, LLC
Conference Call
Thursday, November 1, 2007
4:30 ET/ 3:30 CT
706-679-0858
>
 
 

 
2
This slide presentation includes certain statements that fall within the definition of
"forward-looking statements" under the Private Securities Litigation Reform Act of 1995. 
Any such statements are subject to risks and uncertainties, including overall economic and
market conditions, competitors' and customers' actions, and weather conditions, which could
cause actual results to differ materially from those anticipated, including those risks identified in
the Company's filings with the Securities and Exchange Commission.  Accordingly, such
statements should be considered in light of these risks.  Any prediction by the Company is only a
statement of management's belief at the time the prediction is made.  There can be no assurance
that any prediction once made will continue thereafter to reflect management's belief, and the
Company does not undertake to update publicly its predictions, whether as a result of new
information, future events or otherwise.
Forward Looking Statements
 
 

 
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Headquarters
Quarry
Current jobs
§
Headquartered in Reno, Nevada
§
Long-term aggregates quarry lease near Carson City
§
Projects throughout Nevada
§
Heavy civil construction of public works projects
§
Roads
§
Highways
§
Owned 50% by Mr. Rich Buenting, CEO of RHB and 50%
by Fisher Sand & Gravel Co.
§
Strong financial performance (trailing twelve months as of
6/30/07)
§
Revenues: $58.5 million
§
Pre-tax: $13.1 million
§
EBITDA: $14.7 million (1)
     Please see EBITDA reconciliation on last page of this presentation.  In determining 
the purchase price, the Company assumed RHB would have future annual EBITDA
in the range of $12 million on a sustainable basis.
Road and Highway Builders Overview
(1)
 
 

 
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§
Expands Sterling’s footprint into attractive western market with solid long-term
growth prospects in Nevada and adjacent markets.
§
Proven management team with strong incentives to continue and expand RHB’s
success
§
Expands service lines into aggregates and construction materials
§
Ability to leverage Sterling’s service lines, including municipal and structural work,
into RHB’s markets
§
Attractive margins and a solid backlog
§
Immediately accretive to earnings per share
Transaction Rationale
 
 

 
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Structure
 
Purchase of 91.67% equity interest in Road and Highway Builders
     (“RHB”)
Remaining 8.33% retained by RHB’s continuing CEO subject
     to a put/call more fully described below
     
Consideration
 
$53 million, comprised of
$52 million in cash
$1 million in Sterling common stock
     
Transaction Value
 
$57.9 million total enterprise value
Total consideration plus value of Mr. Buenting’s retained
     interest
     
Financing
 
Increase in credit facility to $75 million
RHB has no long-term debt
     
Put/Call
 
Allows for Put to Sterling (or Call by Sterling) of 8.33% interest at 6
     times the simple average of RHB EBITDA for fiscal years 2008, 2009
     and 2010
Transaction Overview
 
 

 
6
This presentation contains references to EBITDA, a non-GAAP financial measure that complies with
federal securities regulations when it is defined as net income (the most directly comparable GAAP
financial measure) before interest, taxes, depreciation and amortization. We define EBITDA accordingly
for the purposes of this presentation.
($ 000 omitted)
(unaudited)
12 Months Ended
June 30, 2007
Net Income
13,631
Taxes (1)
0
Net Interest (Income) Expense
(567)
Depreciation and Amortization
1,640
EBITDA
14,704
Reconciliation of EBITDA to GAAP Net Income
(1) RHB is a limited liability company taxed as a partnership and therefore does not pay tax at the corporate level.
Use of EBITDA & Regulation G Reconciliation
 
 

 
NasdaqGS: STRL
Acquires 
Road and Highway Builders, LLC
Conference Call
Thursday, November 1, 2007
4:30 ET/ 3:30 CT
706-679-0858