investor presentation · 2. technical expertise –highly-skilled employee base able to add value...
TRANSCRIPT
JUNE 2020
INVESTOR PRESENTATION
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
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
OVERVIEW
INVESTMENT HIGHLIGHTS
KEY FINANCIALS
TABLE OF CONTENTS
1
2
3
4
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
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
6
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
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
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
9
OVERVIEW
INVESTMENT HIGHLIGHTS
KEY FINANCIALS
TABLE OF CONTENTS
1
2
3
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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
• 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
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
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
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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
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
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
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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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OVERVIEW
INVESTMENT HIGHLIGHTS
KEY FINANCIALS
TABLE OF CONTENTS
1
2
3
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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
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
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 $607
Backlog
Q1 2019 Q1 2020
5.5%
Increase
5.6%
Increase
(Dollars in Millions)
22
APPENDIX
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Reconciliation Revenues LTM Q1 2020 Gross Revenues
Reimburseable
Expenses Net Revenues
Year ended December 31, 2019 471,047$ (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