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JUNE 2020 INVESTOR PRESENTATION

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Page 1: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

JUNE 2020

INVESTOR PRESENTATION

Page 2: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

The statements contained in this presentation that are not purely historical are forward-looking statements. Our forward-

looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes,

beliefs, intentions or strategies regarding the future. The information included in this presentation in relation to Atlas has

been provided by Atlas and its management team, and forward-looking statements include statements relating to Atlas’

management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may

identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning

future developments and their potential effects on us. There can be no assurance that future developments affecting us will

be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which

are beyond our control) or other assumptions that may cause actual results or performance to be materially different from

those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited

to: (1) the ability to maintain the listing of the Company’s shares of Class A common stock and warrants on Nasdaq; (2) the

ability to recognize the anticipated benefits of the business combination or acquisitions, which may be affected by, among

other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with

customers and suppliers and retain management and key employees; (3) costs related to the business combination and

acquisitions; (4) changes in applicable laws or regulations; (5) the possibility that the Company may be adversely affected by

other economic, business, and/or competitive factors; and (6) other risks and uncertainties indicated from time to time in the

Company’s filings with the U.S. Securities and Exchange Commission, including those under “Risk Factors” therein.

FORWARD LOOKING STATEMENT

2

Page 3: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

PRESENTERS

Joe Boyer

Chief Executive Officer

30+ years of experience

Oversaw the delivery of infrastructure

planning, engineering, architecture,

construction management,

environmental consulting and

program management services as

CEO, Atkins North America

Previously held the position of

President of Shaw Environmental &

Infrastructure’s Federal division

David Quinn

Chief Financial Officer

25+ years of experience in the

construction, engineering and

technical services industries

Previously served in Senior

Executive roles at the Shaw Group

and Atkins North America, most

recently in Chief Financial Officer and

Chief Operating Officer capacities.

3

Page 4: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

OVERVIEW

INVESTMENT HIGHLIGHTS

KEY FINANCIALS

TABLE OF CONTENTS

1

2

3

4

Page 5: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

A LEADING NATIONAL TECHNICAL SERVICES PLATFORMSpecialized provider of testing and inspection services to support critical infrastructure

TESTING, INSPECTION & CONSULTING

ESSENTIAL PROVIDER OF

MISSION CRITICAL SERVICES

HIGH QUALITY CUSTOMER AND WORK MIX

ATLAS OVERVIEW

$475M

Revenue LTM

18%

Adj. EBITDA

Margin LTM1

$607M

Backlog

95% Time & Materials

70% Existing Structures9,000+ Annual

Customers

50,000+ Annual

Projects

<$10k+ Average

Project Size

Materials Engineering & Testing

Construction Quality Assurance

Environmental Services

Disaster Response & Recovery

ENGINEERING, PLANNING & DESIGN

Engineering & Design Services

Program Management

Construction Support Services

1 Adjusted EBITDA margin calculated as Adjusted EBITDA / Net Revenues

5

Page 6: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

WHO WE AREValues-Driven Approach

We work together as partners,

doing what we say with full

accountability.

Always striving for the highest

quality, we ensure greatness

inspires all our work.

We enhance life. We value our

people and our clients by

providing safe and sustainable

infrastructure.

As our hallmarks, we act with

compassion, empathy and

respect.

We strive to be the most sought-after

infrastructure solutions company, known for our

unique values-driven approach and brought to

life by the industry’s most exceptional people.

Life Heart

Trust Mastery

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Page 7: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

PURPOSE BUILT PLATFORMA Modern Approach Backed by a Legacy of Excellence

2016 2017 2018 2019 2020

Forming the

Strategy

Establishing

the Platform

Executing the

Atlas Playbook

Creating

National Scale

Completed

Public Listing

National Scale

Platform

Created the Atlas

playbook and

initiated M&A

discussions to

create the platform

Acquired three

regional market

leaders in

Texas, Georgia

and California

Integration of platform

and cross-selling

jumpstarted backlog

growth

Merger with ATC

Group Services

established

national platform

Acquisition of Long

Engineering

Completed Public

Listing

Nasdaq: ATCX

7

Page 8: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

ROBUST FUNDAMENTALS SUPPORT VALUATION UPSIDE

1. Net Revenue figures used where available and Adjusted EBITDA margin calculated as % of Net Revenue where available

2. Key Peers: NV5 Global,, Tetra Tech, and ICF International,

3. Engineering & Design (“E&D”) Peers: NV5 Global,, Tetra Tech,, Parsons Corporation, Stantec, WSP Global, Jacobs Engineering Group and AECOM

4. Testing & Inspection (“T&I”) Peers: Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek Group plc and SGS S.A.

5. Professional Services Peers: Accenture plc, Booz Allen Hamilton, CGI, FTI Consulting,, Huron Consulting Group, and ICF International,

6. Source: FactSet, company filings as of 5/31/2020

Strong Growth Profile1,2

Attractive Margin Dynamics1,2

25%

14%

ATCX Key Peers

2019 Net Revenue Growth Versus Peers

25%

7%

ATCX Key Peers

2019 Adj. EBITDA Growth Versus Peers

17%

12%

ATCX Key Peers

2019 Adj. EBITDA Margin Versus Peers

8.1x

14.1x

12.2x

13.1x

15.3x

Atlas Key Peers E&D Peers T&I Peers ProfessionalServices

Peers

EV/2020 EBITDA Versus Peers2,3,4,5,6

8

Page 9: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

CURRENT MARKET LANDSCAPENon-discretionary and government-based work not materially impacted by COVID-19

Government-Based Work

~50%

No Material Impact:

Government-based work largely

stable with upside potential from

federal stimulus on infrastructure

Key End Markets:

• Infrastructure

• Transportation

• Other Government

Private Sector

~50%

Highly variable cost structure

to align resources with market

activity; enacted cost savings

to benefit 2020E by $8-10M

Localized Impact:

Localized geographic work

delays, most notably in the

Northeast and Northern California

Key End Markets:

• Commercial

• Industrial

Atlas’ mission critical services

support infrastructure and

other essential industries

No contracted backlog projects

have been cancelled

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Page 10: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

OVERVIEW

INVESTMENT HIGHLIGHTS

KEY FINANCIALS

TABLE OF CONTENTS

1

2

3

10

Page 11: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

INVESTMENT HIGHLIGHTS

Provider of highly-technical, mission-critical services

Entrenched long-term relationships with high quality customers base

Resilient business model driven by repeatable, contracted revenue base derived mostly from non-

discretionary testing and inspection projects

Proven ability to execute multi-pronged growth strategy

Continued growth in backlog provides Atlas with one of the strongest backlog positions in

the technical services space

Disciplined deleveraging M&A approach

11

Industry leading gross margins and EBITDA margin profiles, driving substantial free cash flow

Page 12: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

• Materials, Engineering & Testing

• Design / Construction Quality Assurance

• Environmental Services

• Disaster Response & Recovery

• Engineering & Design Services

• Program Management

• Project Support Services

Example of Atlas Services by End Market Key Tenets of Atlas Services

Testing, Inspection & Consulting

Engineering, Planning & Design

1. Trusted Advisor – Services ensure safety of employees, customers and the general

public

2. Technical Expertise – Highly-skilled employee base able to add value to a diverse array

of projects

3. Compliance Driven – Non-discretionary, highly recurring services

4. Local Knowledge and Relationships – Extensive knowledge and expertise of local

regulations and codes

5. National Scale and Reputation – Strategic footprint enables the Company to deliver

highly customized solutions nationwide

6. No Construction – Atlas does not perform construction or take construction risk

Reinforced concrete testing and inspection for facility renovations

Structural inspection and materials testing for tanks and retention ponds

Geotechnical and structural inspection for renovations and expansions,

environmental & industrial hygiene

Materials testing, QA, engineering, inspection and design for road,

bridge, and airport modifications, program management Transportation

Commercial

Industrial

Government

Education

Water

System-wide operations and maintenance for remediation systems,

environmental & industrial hygiene

Program management, design, and oversight for publicly funded

projects, environmental & industrial hygiene

20%

80%

Engineering,Planning &Design

Testing,Inspection &Consulting

Net Revenue by Service1,2

44%

26%

14%

8%

7% 1%Commercial

Transportation

Industrial

Government

Education

Water

Net Revenue by End Market1,2Atlas Services

Note:

1. Management estimates

2. Excludes the pro forma impact of Long Engineering acquisition

BROAD RANGE OF HIGHLY TECHNICAL, MISSION-CRITICAL SERVICESDiverse set of technical services needed to inspect, repair and invest in infrastructure

12

50%

Government

Based

Page 13: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

LONG-TERM CUSTOMER RELATIONSHIPS AND DIVERSE REVENUE BASEAtlas’ technical expertise, performance and strong relationships have led to decades-long relationships with customers, providing a strong base of repeating revenues and leading backlog position

13+

15+

15+

18+

20+

25+

25+

25+

30+

30+

1

2

3

4

5

6

7

8

9

10 Transportation

Government

Commercial

Education

Water

Industrial

Blue-Chip Customer Base(Relationship Length in Years for Top 10

Customers by Net Revenue)

Across Diverse End Markets(Representative Customers)

Tenured Relationships Driving Consistent Demand

(% of 2018A Net Revenue from top 15 customers)1

1. Approximate values based on historical trends

2. Repeat customers defined as those that have used Atlas services in the prior year

30+ Years27%

20 - 30 Years25%

10 - 20 Years44%

<10 Years4%

Entrenched, Highly Repeating and Diversified Customer Base

• 9,000+ Annual Customers

• ~90% Revenue from Repeat Customers2

• 50,000+ Annual Projects

• 95%+ T&M or Cost-Plus Contracts

13

Page 14: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

RESILIENT BUSINESS MODELPurpose-built national platform to succeed in all economic cycles

Fully-funded backlog

provides multi-year view

of work pipeline

Government-based

work grows steadily

throughout cycles

Geographic exposure

to well-funded

regions in the U.S.

Testing and inspection

work is regulatory and

compliance driven

Work performed for

repeat customers

~90%

Work performed on

existing assets and

structures

~70%

Diverse and resilient

end markets, with

approximately half of

work government-based

~50%

Highly variable cost

structure and low

capex needs

enhances resiliency

BACKLOG DRIVEN CYCLE-TESTED HIGH GROWTHMISSION CRITICAL ASSET-LIGHT

14

Page 15: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

BACKLOG DRIVES HIGH BUSINESS CONFIDENCE Strong underlying fundamentals and growing backlog support long-term trajectory

ATLAS POSITIONINGBACKLOG

2016

$435M

Q1 2020

$607M

• Strong underlying fundamentals with fully-funded backlog

of $607 million and no cancelled projects;

• Strong pipeline of work provides favorable trajectory as

economies reopen

• Positioned to benefit from any federal infrastructure

stimulus

• Optimizing delivery, operating efficiency and utilization

• Growing backlog to fuel the continued underlying earnings

power of the business into 2021

• CAGR of 9% since 2016

• All projects in backlog

are fully funded

15

Page 16: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

Large and Growing

Infrastructure Spending1

Growing Need for Outsourced

Quality Assurance

Proven Benefits to

Platform Strategy

• Sizable portion of U.S. roads, bridges, dams, and

electrical infrastructure is in need of repair,

upgrade, or replacement

• $900+ billion in infrastructure funding approved

through 2020

• $2+ trillion gap between the estimated funding and

total need of the U.S. infrastructure system through

2025

• Strong position in states leading in infrastructure

investments such as CA, TX, GA

• Public and private entities are increasingly

outsourcing construction and

environmental services in an effort to

reduce costs, decrease staff, and avoid

non-compliance

• State DoTs increasingly outsource QA

projects with capacity increases and

complexity

• Smaller, regional players benefit from

reputation and connectivity of national

platform

• Highly fragmented market provides an

immense number of opportunities for

accretive add-ons

PROVEN ABILITY TO DRIVE ORGANIC GROWTH AND M&ACapitalizing on key growth trends, especially the need to invest in critical infrastructure

Strategically

Positioned

Purposely positioned to capitalize on key

trends driving growth in services created by

the backlog of infrastructure, creative

means of project funding and continued

quality assurance outsourcing

Targeted

Geographic Expansion

Targeted operations in high-growth, large

spend infrastructure geographies with

favorable tailwinds including outsourcing trends

National Scale and

Regional Leadership

Acquisitions of regional leaders with

premium service capabilities, local

relationships and expertise to expand

across the national platform

Disciplined

Approach to M&A

Increasing service diversity enables

multiple client touchpoints and large

cross-sell opportunities

:

1. 2015 FAST Act; 2016 PIPES Act; The White House 16

Page 17: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

Source: 1. Global Market Insights 2. American Society of Civil Engineers 3. Orbis Research 4. Texas Department of Transportation 5. California Road Repair & Accountability Act 6. New York Department of Transportation

NATIONAL SCALE AND REGIONAL LEADERSHIPExecuting multi-pronged organic growth strategy across expanded national footprint

National Platform of Scale

Key Market Tailwinds Growth in Large Contracts

Cross-Selling and

National Accounts

• Secular macro trends underpin key

end market growth and resilience

through economic cycles

• 40% of T&I services outsourced1

• $4.6tn needed US infrastructure2

• $30bn annual T&I market3

• Leveraging national scale and local

expertise to win premier projects >$5

million

• Service expansion allows Atlas to bid

for larger, marquee contracts

• Geographic expansion to pursue

additional large-scale contracts

• Cross-selling and national accounts

strategy driving wins

• Self- performing more work to increase

share of wallet share

• Expanded capabilities to cross-sell

more services

1 2

3

17

Page 18: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

Overview of Acquisition Pipeline

Atlas has a well-developed “playbook” of identifying, integrating and scaling its accretive acquisitions

Source: 1. American Society of Civil Engineers, IBIS World

Company / Region Strategic Rationale

SoutheastEnhance program management capabilities with

specialty proprietary services

Southeast Expansion into new growth transportation area

NortheastExpand geographic diversity of service offerings

with client targets

WesternDiversity of services with highly specialized

inspection capabilities

The Atlas Playbook

• Leverage industry relationships to identify leading providers

in targeted markets

• Complete acquisition and maintain branding and local

autonomy while integration commences

• Begin early-stage integration

IDENTIFY

• Transition to the Atlas brand and align management on near

and medium-term vision

• Identify cross-selling opportunities

• Consolidate back-office and other administrative functions

INTEGRATE

• Execute on cross-selling initiatives

• Leverage platform capabilities to expand core competency

• Incentivize sales personnel to drive cross-selling and

educate customers on new capabilities

SCALE

1

DISCIPLINED M&A STRATEGYPursue targeted low-risk bolt-ons that both benefit from and expand national scale

2

3

Illustrative Acquisition Targets

140,000+Companies operating

in a highly fragmented

market1

~$100MTotal EBITDA

in Pipeline

20+Total Target

Companies in Pipeline

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Page 19: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

OVERVIEW

INVESTMENT HIGHLIGHTS

KEY FINANCIALS

TABLE OF CONTENTS

1

2

3

19

Page 20: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

TRACK RECORD OF FINANCIAL SUCCESSStrong results achieved through execution of multi-pronged growth strategy

>100%

CAGR

30%

CAGR

36%

CAGR

(Dollars in Millions)

1 Adjusted EBITDA margin calculated as Adjusted EBITDA / Net Revenues

27%

CAGR

$228

$278

$426

$471

2016 2017 2018 2019

GROSS REVENUE NET REVENUE

$174 $195

$302

$378

2016 2017 2018 2019

Adjusted EBITDA & Margin1 GROSS PROFIT

$3 $9

$53

$66

2%

4%

17% 17%

1%

4%

20%

100%

$-

$10

$20

$30

$40

$50

$60

$70

2016 2017 2018 2019

$83

$114

$177

$211

2016 2017 2018 2019

20

Page 21: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

2020 2021 2022 2023 2024 2025 2026

No Significant Maturities Until 2025

Term Loan Revolver

$14$14 $14 $14

$54

$235

$11

$19M 3.3x

Cash Net Leverage2

Covenant Threshold <5.5x

1 Adjusted operating cash flow excludes 14.7 million of one-time cash expenses incurred to complete the business combination with Boxwood Merger Corp. and related public company formation transactions in February 2020

2 Net leverage calculated as (debt – cash) / LTM Adjusted EBITDA including predecessor period of acquisitions

Liquidity

$37M

$0.6

$-12.6

$2.1

Operating Cash Flow1

Q1 2020Q1 2020 +$2.1M

excludes $14.7m of

one-time business

combination costs

Q1 2019 Adj. Q1 2020

BALANCE SHEET AND LIQUIDITY Strong cash flow profile and no near-term debt maturities

(Dollars in Millions)

21

Page 22: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

Q1 2020 FINANCIAL HIGHLIGHTSStrong results to start the year

$105.6 $109.3

Gross Revenue

Q1 2019 Q1 2020

3.5%

Increase

$85.8 $90.5

Net Revenue

Q1 2019 Q1 2020

$10.9

$12.9

Adjusted EBITDA

Q1 2019 Q1 202018.6%

Increase

$575 $607

Backlog

Q1 2019 Q1 2020

5.5%

Increase

5.6%

Increase

(Dollars in Millions)

22

Page 23: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

APPENDIX

23

Page 24: INVESTOR PRESENTATION · 2. Technical Expertise –Highly-skilled employee base able to add value to a diverse array of projects 3. Compliance Driven –Non-discretionary, highly

Reconciliation Revenues LTM Q1 2020 Gross Revenues

Reimburseable

Expenses Net Revenues

Year ended December 31, 2019 471,047$ (93,265)$ 377,782$

Less: Quarter ended March 31, 2019 (105,611) (19,817) (85,794)

Plus: Quarter ended March 31, 2020 109,302 (18,802) 90,500

LTM Q1 2020 474,738$ (92,250)$ 382,488$

For the year

ended December

31,

Reconciliation Net Income to Adjusted EBITDA 2020 2019 2019 LTM Q1 2020

Net (loss) income (23,569)$ 735$ 8,030$ (16,274)$

Interest 5,640 2,385 9,862 13,117

Taxes - - 1,342 1,342

Depreciation and amortization 5,002 5,169 19,881 19,714

EBITDA (12,927) 8,289 39,115 17,899

EBITDA for acquired business

prior to acquisition date 763 843 - (80)

One-time legal/transaction costs 10,795 837 19,748 29,706

Other non-recurring expenses 3,874 842 4,722 7,754

Non-cash equity compensation 10,386 56 1,984 12,314

Adjusted EBITDA 12,891$ 10,867$ 65,569$ 67,593$

Adj. EBITDA % of Net Revenues LTM Q1 2020 17.7%

For the quarter ended March 31,

RECONCILIATIONNet income to adjusted EBITDA and LTM Q1 2020

24