INVESTOR PRESENTATION JUNE 2020 FORWARD LOOKING STATEMENT The - - PowerPoint PPT Presentation

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

• ther 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

• ther 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

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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.

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OVERVIEW INVESTMENT HIGHLIGHTS KEY FINANCIALS

TABLE OF CONTENTS

1 2 3

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A LEADING NATIONAL TECHNICAL SERVICES PLATFORM

Specialized 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 Structures

9,000+ 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

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WHO WE ARE

Values-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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PURPOSE BUILT PLATFORM

A 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 Professional Services Peers

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

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CURRENT MARKET LANDSCAPE

Non-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

• ther essential industries

No contracted backlog projects have been cancelled

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OVERVIEW INVESTMENT HIGHLIGHTS KEY FINANCIALS

TABLE OF CONTENTS

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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

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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

• f 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 Market1,2 Atlas Services

Note: 1. Management estimates 2. Excludes the pro forma impact of Long Engineering acquisition

BROAD RANGE OF HIGHLY TECHNICAL, MISSION-CRITICAL SERVICES

Diverse set of technical services needed to inspect, repair and invest in infrastructure

12 50% Government Based

LONG-TERM CUSTOMER RELATIONSHIPS AND DIVERSE REVENUE BASE

Atlas’ 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+ Years 27% 20 - 30 Years 25% 10 - 20 Years 44% <10 Years 4%

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

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RESILIENT BUSINESS MODEL

Purpose-built national platform to succeed in all economic cycles

Fully-funded backlog provides multi-year view

• f 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 GROWTH MISSION CRITICAL ASSET-LIGHT

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BACKLOG DRIVES HIGH BUSINESS CONFIDENCE

Strong underlying fundamentals and growing backlog support long-term trajectory

ATLAS POSITIONING BACKLOG

2016 $435M Q1 2020 $607M

• Strong underlying fundamentals with fully-funded backlog
• f $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

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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
• utsourcing 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&A

Capitalizing 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

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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 LEADERSHIP

Executing 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

Southeast

Enhance program management capabilities with specialty proprietary services

Southeast

Expansion into new growth transportation area

Northeast

Expand geographic diversity of service offerings with client targets

Western

Diversity 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 STRATEGY

Pursue 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

~$100M

Total EBITDA in Pipeline

20+

Total Target Companies in Pipeline

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OVERVIEW INVESTMENT HIGHLIGHTS KEY FINANCIALS

TABLE OF CONTENTS

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TRACK RECORD OF FINANCIAL SUCCESS

Strong 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

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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 Flow 1

Q1 2020

Q1 2020 +$2.1M excludes $14.7m of

• ne-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)

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Q1 2020 FINANCIAL HIGHLIGHTS

Strong 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 2020

18.6% Increase $575 $607

Backlog

Q1 2019 Q1 2020

5.5% Increase 5.6% Increase

(Dollars in Millions)

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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,

RECONCILIATION

Net income to adjusted EBITDA and LTM Q1 2020

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