Q1 2021

Q1 20212

July 2020Traffic Signaling; ITS

Installation and Maintenance

Colorado, Georgia

April 2019 Traffic Data CollectionColorado, Washington,

Georgia, Florida, Oregon, California

May 2019 Traffic Control Colorado

Q1 20213

Formed in 2020 and headquartered in Arvada, Colorado, with additional offices in Marietta and Newnan,Georgia, Lumin8 Transportation Technologies is a leading provider of traffic and intelligent transportationsystems (“ITS”) services and technology.

Lumin8 was formed through the merger of three leading players in the traffic and ITS services and technologyindustries: W.L. Contractors (“WL”), Carlson Construction Services (“Carlson”) and Wilburn Engineering(“Wilburn”). The combined business represents one of the largest providers in the industry, boasting over250 employees and serving government entities, agencies, and national contractors throughout theMountain West and the Southeastern United States.

Founded: 1985 2007 2007

HQ: Arvada, CO Newnan, GA Marietta, GA

Services:

❑ Emergency Response❑ Remote Monitoring❑ Preventative Maintenance❑ Long-Term Planning

❑ Traffic Signal & Streetlight Engineering & Installation

❑ Routine Maintenance❑ Remote Monitoring

❑ ITS Maintenance / Monitoring❑ ITS Systems❑ On-Call Maintenance❑ Upgrade / Improvements❑ Rebuild / Replace

Geographic Coverage: ❑ Colorado ❑ Georgia ❑ Georgia

Key Customer

Types:

❑ DOTs❑ General Contractors❑ Cities and Municipalities

❑ Engineering Firms❑ DOTs❑ Transportation Consultants

❑ DOTs❑ Transportation Consultants❑ Traffic Signal Service Companies

Traffic Signal Installation ContractorGo-to Provider for Traffic Signal

MaintenanceTrusted Partner for Managing

Technological Traffic Signal Assets

Q1 20214

All Traffic Data (“ATD”) provides traffic data collection and reporting, consulting services and transportationasset management to a multitude of civil engineering firms, state and local transportation networks,commercial establishments and cities across the U.S. ATD also has offices in Seattle, Atlanta, Jacksonville,Portland (OR), Columbia (SC), and San Jose (CA). ATD is on the leading edge of camera-driven AI to measuretraffic volumes, speeds, and movements.

Client Feedback: “Having never experienced an M&A process, SDR worked alongside me and Dawn andguided us through the whole process…We could not have done it without them”

– Eric Boivin, Co-Founder and CEO

Founded: 2001

HQ: Wheat Ridge, CO

Website: http://alltrafficdata.net/

Services:

❑ Traffic Data Collection❑ Average Daily Traffic Counts❑ Turning Movement Counts❑ Origin-Destination Studies❑ Crash Diagrams

Geographic Coverage:❑ Rocky Mountain Region❑ West Coast❑ Southeastern U.S.

Key Customer Types:❑ Government Agencies❑ Engineering Firms❑ Commercial Establishments

❑ ATD’s early adoption of innovative collection methods,including the use of cameras

❑ ATD’s growing service offerings beyond standard trafficmovement studies, including Origin-Destination Studies andCrash Diagrams

❑ Excellent revenue / FTE efficiency

❑ Geographic diversity with offices in regions with strong net-migration trends

❑ Repeatable and reoccurring nature of services provided

❑ Long-term customer relationships

❑ Inorganic growth opportunities

Q1 20215

Northern Colorado Traffic Control (NCTC) is a leading provider of traffic control services and equipment inthe Rocky Mountain region. For over 25 years, NCTC has successfully and reliably served prominent civilconstruction companies, city jurisdictions, utilities and others with a vast inventory of equipment and capable,qualified personnel.

Client Feedback: “SDR’s team truly understood that this transaction represented the many years of work anddedication that our team put into building this company. Ultimately, we were able to identify a buyer thatwould ensure our company’s legacy is appreciated for years to come.”

–Trish Sandau, Founder

Founded: 1993

HQ: Greeley, CO

Services:

❑ Traffic Control

❑ Traffic Control Plans/Design

❑ Certified Traffic Control Supervisors

❑ Certified Flaggers

❑ Equipment Rentals

❑ Message Boards

❑ Speed Monitors

❑ Impact Attenuators

❑ Manufacture Signs

Geographic Coverage: ❑ Rocky Mountain Region

Key Customer Types:

❑ Civil Construction Companies❑ City Jurisdictions❑ Commercial Establishments

❑ Trish Sandau started in the traffic control business asa flagger when she was 16 years old.

❑ At 22, Trish decided to start Northern ColoradoTraffic.

❑ Trish continued to build the business to 150+employees and long-term customer relationships.

❑ Area Wide Protective (AWP), a leading NorthAmerican provider of traffic control services andequipment, purchased NCTC in May of 2019. AWPis backed by private equity group, RiversideCompanies. AWP has made 11 add-on acquisitions.

"Trish Sandau and Bill Moran have done a great job building a safe, strong team and company. We couldn’t be happier to welcome them into our AWP team as we jointly advance our mission to make roads safer.”

- John Sypek, President and CEO of AWP

* Kohlberg & Company Acquired Area Wide Protective and Related Portfolio Companies from The Riverside Company in December of 2020

Q1 20216

SDR Ventures has helped owners across the entire lifecycle of traffic services successfully exit theirbusinesses.

Q1 20217

Q1 20218

❑ Traffic assets are no longer just electrical assets, but rathertechnology assets

❑ Connected vehicles, automation and other emerging capabilities willcontinue to lead the Traffic Services Industry

❑ Unscheduled maintenance and traffic system repairs andreplacements provide valuable revenue stimulants

❑ Recurring maintenance contracts along with consistent technologicaladvances create recurring and predictable revenue streams

❑ Traffic data expires in a short period of time, requiring frequent anditerative studies

❑ Many transportation authorities and cities require annual trafficstudies

❑ Maintenance and replacement spending on infrastructure projects isminimally impacted by recessionary times

❑ Project budgets are relatively resilient to economic downturns

❑ Public health & safety concerns create ongoing, mandatory spending

Q1 20219

Due to significant investment into its ITS program and concern for roadsafety, USDOT is ensuring that technology growth continues with a pipelineof emerging technologies. Technologies with the potential to impact thetraffic management industry to the same extent as CCTV include:

❑ Connected Vehicles (CV): using wireless local networks to connect driversto other cars and traffic infrastructure with the goal of communicatingsafety concerns and preventing traffic incidents.

❑ Automation: transferring some amount of vehicle control from the driver tothe vehicles, which must include the infrastructure to support it.

❑ Emerging Capabilities: initiatives dedicated to future generations oftransportation systems and technological applications.

The ITMS market is projected to grow at CAGR 18.4% from 2019-24, fueledby an accelerated asset lifecycle and new innovations on the horizon(2).

(1) Grandview Research; (2) Statista

Intelligent Traffic Systems adoption is being driven by an increased focus on reducing congestion, managing trafficsafety and utilizing connectivity and data for continuing transportation improvement.

First Online Streaming

Traffic Cameras

Introduced

1999

1,000 Traffic Cameras

Worldwide

2005

First Megapixel Resolution

Camera

2013

Internet Protocol (IP) Cameras Get

Widely Adopted

2014

Video Content Analysis

Spreads To Traffic CCTV

2017

Scalable Urban Traffic

Control (SURTRAC) Introduced

2015 2016

100,000 Traffic

Cameras Worldwide

2018

Shift Toward HD And Dome

Cameras

2020

Expected 67.3 million connected vehicles in the US(1)

$4.6$5.4

$6.4

$7.6

$9.0

$10.6

$12.6

$-

$2

$4

$6

$8

$10

$12

$14

2018 2019 2020 2021 2022 2023 2024

Mar

ket

Siz

e (

in $

Bill

ions)

Intelligent Traffic Management System Forecasted Market Size

Q1 202110

The United States Department of Transportation (USDOT) leads R&D, adoption, and deployment of IntelligentTransportation Systems (ITS). These strategic themes align with strategic priorities and are embedded in USDOTprogram categories.(1)

(1) USDOT ITS Strategic Plan, 2015-2019

Utilizing technology to improve crash avoidance, notificationmechanisms, and other infrastructure and cooperative safetysystems.

Exploring methods and management strategies to increasesystem efficiency and improve individual mobility.

Managing traffic flow, speeds, and congestions to improvevehicle efficiency and minimize pollution.

Fostering technological advancement and innovation in ITS.Pursuing a forward looking and exploratory strategy aimed atmeeting future transportation needs.

Designing systems architecture and utilizing advanced wirelesstechnologies to enable communication between vehicles,infrastructure, portable devices and agencies.

Q1 202111

Q1 202112

Q1 202113

Dec 2020

Oct 2020

May 2019

March 2018

Sept 2017

Sept 2016

June 2016

Nov 2015

Note: Kohlberg & Company Acquired Area Wide Protective and Related Portfolio in December of 2020

Q1 202114

May 2020

June 2018

July 2008

May 2008

Feb 2008

Dec 2007

Oct 2007

Oct 2007

July 2007

Note: Sterling Partners Acquired Statewide Safety Systems and Related Portfolio Companies in May of 2018

Q1 202115

Jan 2020

Aug 2018

July 2017

Oct 2016

Dec 2012

March 2010

Jan 2010

Note: Aperion Management Group Acquired RoadSafe Traffic Systems and Related Portfolio Companies in February of 2016

Q1 202116

Quarterhill seeks to invest in companies that operate in ITS

and adjacent markets.

Atlas invests in companies that provide geotechnical

engineering services, traffic services, environmental services

and more.

NV5 Global invests in technical engineering and consulting

services among several industries including

transportation.

* Sensor Line GmbH Was Acquired by IRD, a Portfolio Company of Quarterhill in January of 2021

-80%

-40%

0%

40%

80%

January February March April May June July August September October November December

S&P500 Quarterhill Atlas Technical Consultants NV5

Q1 202117

❑ Though overall multiplesdropped as a result of lowerquality deals that were “hungup” from Q2 closing in Q3, theincrease of debt availability isencouraging and points to risingmultiples going forward.

❑ Continued surplus of privatecapital “Dry Powder” in theprivate capital markets and lackof supply for quality deals alsopoints to overall EBITDAmultiples returning to pre-COVID levels.

❑ After falling by 60% in Q2, in Q3deal volume picked up (to ~80%of Year-over-Year).

❑ Purchase price EBITDA multiplesdeclined somewhat in Q3 fromCOVID uncertainty.

❑ The availability of Debt financingfor deals came back in Q3, butwith more Subordinated Debt.

3.5x 3.2x 2.9x 3.2x 3.4x 2.8x 2.7x

0.5x 0.8x 1.0x 0.7x 0.5x0.5x 1.0x

2.8x 3.2x 3.4x 3.2x 3.5x 4.1x 3.0x

0

20

40

60

80

100

0.0x

2.0x

4.0x

6.0x

8.0x

1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20

De

al V

olu

me

Co

un

t

TE

V/E

BIT

DA

Mu

ltip

le

EBITDA Multiples

Senior Debt/EBITDA Sub Debt / EBITDATotal Equity/EBITDA # of Deals

6.8x 7.2x 7.3x 7.1x7.4x 7.4x

6.7x

46% 38% 40%

7%7%

15%

47% 55% 45%

0%

20%

40%

60%

80%

100%

1Q20 2Q20 3Q20

So

urc

e o

f F

un

ds

Deal Capitalization

Sr. Debt Sub Debt Equity

Q1 202118

While there are many areas of economic policy that may shift under a new President, perhaps the most impactful tobusiness owners (especially in the middle market) are Joe Biden’s proposed changes to the treatment of capital gainstaxes.

So exactly what are the effects of Biden’s proposed changes and why is it important to understand as a businessowner? To read the full blog, click here.

❑ Looks to raise the top marginal tax rate to 39.6%

❑ Elimination of the 20% capital gains tax rate for those individuals who earn more than $1 million annually

❑ Tax those capital gains as ordinary income at 39.6%.

❑ Equates to less money in business owners’ pockets after selling their company

❑ The figures below illustrates the effect on the net proceeds for a middle-market business owner selling their company for $25 million

Current Law Biden Proposal

Sales Price $25.00M $25.00M

Depreciated Cost Basis ($3.00M) ($3.00M)

Ordinary Income Assets ($5.00M) ($5.00M)

Capital Assets $17.00M $17.00M

Tax/Ordinary Income $1.85M $1.98M

Tax/Long-Term Capital Gain $3.40M $6.73M

Net Proceeds $19.75M $16.29M

Income Tax Difference $3.46M

Question: As the White House changes hands, will this proposal take effect? If so, how soon?

Q1 202119

0%20%40%60%80%

100%

$0.00M

$200.00B

$400.00B

$600.00B

1,300

1,800

2,300

2,800

3,300

3,800

2019 Q4 2020 Q1 2020 Q2 2020 Q3 2020 Q4

Deals Closed Capital Invested

6.3x 5.9x 6.1x 6.1x6.6x 6.9x 6.9x 6.8x8.2x 8.8x

7.5x 8.1x9.1x 8.7x 9.4x 9.1x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

2017 2018 2019 2020*

$10-25mm $25-50mm $50-100mm $100-250mm

Source(s): PitchBook Financial Data and Analytics, GF Data ®* Data Updated Through November 2020

2017 2018 2020*2019

Q1 202120

Top 10 Sell-Side Investment Bank in Consumer Industry

Ranked in Top 10 for Lower Middle Market Investment Banks in Q2

First 50 Investment Banks to Successfully Close a Deal During COVID-19

Q1 202121

SDR Ventures offers transaction advisory, private capital formationand business consulting services across a wide range ofindustries. We serve business owners and operators of privatelyheld companies and provide them with a professional-classexperience.