INVESTOR PRESENTATION SEPTEMBER 2020 FORWARD LOOKING STATEMENTS - - PowerPoint PPT Presentation

SEPTEMBER 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 STATEMENTS

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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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TESTING, INSPECTION & ENVIRONMENTAL CONSULTING

ESSENTIAL PROVIDER OF MISSION CRITICAL SERVICES HIGH QUALITY CUSTOMER AND WORK MIX ATLAS OVERVIEW $464M Gross Revenue1 17.5%

• Adj. EBITDA

Margin1,2 $621M Backlog

90% Time & Materials 70% Existing Structures

9,000+ Annual Customers 50,000+ Annual Projects <$10k+ Average Project Size

Materials Engineering & Testing Environmental Services Construction Quality Assurance Disaster Response & Recovery ENGINEERING, PLANNING & DESIGN Engineering & Design Services Program Management Construction Support Services

1. Based on LTM Q2 2020. 2.

• Adj. EBITDA Margin calculated as Adjusted EBITDA / Net Revenues. Adj. EBITDA and Net Revenues are not financial measures determined in accordance with GAAP. For definitions of Net Revenues and Adjusted EBITDA and reconciliations to their most directly comparable

financial measures calculated and presented in accordance with GAAP please see the appendix included herewith.

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A LEADING NATIONAL TECHNICAL SERVICES PLATFORM

Specialized provider of testing, inspection, environmental and engineering services to support and maintain critical infrastructure

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 quality of life. We value people and safety above all else. As our hallmarks, we act with compassion, empathy and respect.

Life Heart Trust Mastery

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VISION ION

We strive to be the most sought-after infrastructure and environmental solutions brand, known for our unique values-driven approach and brought to life by the industry’s most exceptional people.

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, Alta Vista1 & WesTest1 Completed Public Listing Nasdaq: ATCX 7

1 Alta Vista & WesTest acquisitions expected to close by end of 2020

ROBUST FUNDAMENTALS SUPPORT VALUATION UPSIDE

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

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Enterprise Value / 2020 Adj. EBITDA Versus Peers4,5,9

1. Net Revenue figures used where available and Adjusted EBITDA margin calculated as % of Net Revenue where available. 2. Net Revenue is not a financial measure determined in accordance with GAAP. For a definition of Net Revenue and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see the Appendix included herewith. 3. Key Peers: NV5 Global, Tetra Tech, and ICF International. 4. Source: FactSet, Capital IQ and company filings as of 9/8/2020. 5. Multiples based on Enterprise Value as of 9/8/2020. 6. Engineering & Design (“E&D”) Peers: NV5 Global, Tetra Tech, Parsons Corporation, Stantec, WSP Global, Jacobs Engineering Group and AECOM. 7. Testing & Inspection (“T&I”) Peers: Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek Group plc and SGS S.A. 8. Professional Services Peers: Accenture plc, Booz Allen Hamilton, CGI, FTI Consulting, Huron Consulting Group and ICF International. 9. Adjusted EBITDA is not a financial measure determined in accordance with GAAP. For a definition of Adjusted EBITDA and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see the Appendix included herewith.

10.9x 14.4x 11.2x 13.2x 15.6x ATCX Key Peers E&D Peers T&I Peers Professional Services Peers

36% 15% 38% 6% 4%

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Atlas’ mission critical services support infrastructure and other essential industries

CURRENT MARKET LANDSCAPE

Non-discretionary and government-based work not materially impacted by COVID-19

NET REVENUE BY END MARKET1

1. Management estimates based on FY 2019.

• Transportation
• Government
• Education
• Water
• Commercial
• Industrial

No material contracted backlog projects have been cancelled Highly variable cost structure to align resources with market activity Enacted cost savings to benefit 2020E by $6-8M

~50% Government Based No Material COVID-19 Impact Government-based volume improved in Q2 2019 Localized COVID-19 Impact Localized geographic work delays, most notably in the Northeast and Northern California ~50% PRIVATE SECTOR ~50% GOVERNMENT- BASED

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

36% 15% 38% 6% 4%

• 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

Net Revenue by Service1,2 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

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• Transportation
• Government
• Education
• Water
• Commercial
• Industrial

80% 20%

Testing, Inspection & Environmental Consulting Engineering, Planning & Design

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
• 90%+ T&M or Cost-Plus Contracts

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RESILIENT BUSINESS MODEL

Resilient, Purpose-Built Platform Delivering Highly-Technical, Mission-Critical Services

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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Purpose-built platform through seven accretive acquisitions with a pipeline of additional

• pportunities

7

Purpose-built platform through seven accretive acquisitions with a pipeline of additional

• pportunities

7

BACKLOG DRIVES HIGH BUSINESS CONFIDENCE

Strong underlying fundamentals and growing backlog support long-term trajectory

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BACKLOG

2017 $502M Q2 2020 $621M Building strong pipeline of work, providing favorable trajectory as economies reopen

Q2 KEY WINS VALUE REGION SERVICES Richards Boulevard Office Complex $4M West Material Engineering, Consulting, & Testing TxDOT, Odessa CEI ID, 36-9IDP5137 WA1 $4M Central Construction Quality Assurance LaDOTD, Mississippi River Bridge Crossing Alternatives & EA $4M Southeast Engineering, Planning, & Design MTA NYC Asbestos Consultant $3M Northeast Environmental Services City of Fort Worth, Geotech & Materials Testing $3M Central Material Engineering, Consulting, & Testing National Retail Coffee Chain Asset Management Scope $3M West Program Management

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20161 $228M 20171 $278M 2018 $426M 20191 $471M 2020 ~$461M3 2021

Ongoing execution of organic and M&A growth strategy

STRATEGIC GROWTH TRAJECTORY

Proven execution of growth plan through organic and M&A means

Revenue CAGR ~30% 2016 - 2019

Gross Revenue2

1 2016 Includes ATC as the accounting predecessor. 2017 includes partial year impact of acquisitions. 2019 Formal year of merger between Atlas and ATC. 2 GAAP based historical revenue 3 Midpoint of FY2020 outlook range for gross revenue, does not include planned Alta Vista or WesTest acquisitions 4 Expected to close by end of 2020

4 4

NATIONAL SCALABLE GROWTH PLATFORM

Executing Multi-Pronged Growth Strategy Across Expanded Footprint National Platform of Scale

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Source: 1. Global Market Insights 2. American Society of Civil Engineers 3. Orbis Research

Key Market Tailwinds

• Favorable secular trends independent
• f the broader economy
• 40% of T&I services outsourced and

increasing1

• $4.6tn needed US infrastructure2
• $30bn annual T&I market3

Cross-Selling and National Accounts

• 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

3 1

Growth in Large Contracts

• 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

2

Disciplined Approach to M&A

• Track record of successfully acquiring

businesses at accretive valuations

• Strategy of acquiring smaller business

at lower multiples and realizing synergies to drive outsized Adjusted EBITDA growth relative to leverage

• Management actively reviews M&A
• pportunities

4

CAPITALIZING ON KEY MARKET TAILWINDS

Compelling Investment Thesis Supported by Strong Secular Trends

America’s Engineering & Construction Infrastructure Condition Report Card

1. Aging Infrastructure – Continued investment and spending programs dedicated to deteriorating U.S. infrastructure 2. Safety & Reliability – Services ensure safety requirements 3. Regulation & Compliance – Complex regulatory environment requires third-party consultants; compliance required through a downturn 4. Population Growth – Key Atlas geographies include Texas, California, Georgia and New York 5. Environmental, Social and Governance – Increased public awareness on the sustainability and societal impact of assets 6. Outsourcing – Mitigates cost and resource allocation associated with training programs 7. Technological Innovation – Emerging technologies driving change

Favorable Secular Trends Driving Growth

Source: 1. Global Market Insights 2. American Society of Civil Engineers 3. Orbis Research 4. Wall Street Journal 5. Texas Department of Transportation 6. California Road Repair & Accountability Act 7. New York Department of Transportation

Market Opportunity Key Geographic Developments

• Constant effort to improve New York’s transportation infrastructure (e.g.

MTA)

• DOT budget forecast of $12.0bn7
• $14bn 20-year infrastructure budget approved in 2018
• Over $130bn estimated backlog for road and bridge repairs6
• TxDOT budget has grown +70% ($30bn) and staff decreased 15%5
• 2019 Unified Transportation Program approves $75bn in projects through

2028 Texas California Georgia New York

• 2015 Transportation Funding Act provides $10bn for infrastructure funding
• Major Mobility Investment Program secures $11bn for large scale projects

40% $4.6tn $30bn $2tn+

Of testing and inspection services are outsourced1 Spending need for aging US infrastructure through 20252 Proposed federal infrastructure package4 Market for US infrastructure & construction TIC and environmental consulting3

Aviation Public Parks Bridges Drinking Water Energy Hazardous Waste Inland Waterways Levees Dams Ports Rail Roads Schools Solid Waste Transit Wastewater D C+ C+ D D D+ D+ D D D+ B D D+ C+ D D-

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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

1 2 3

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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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STRONG LIQUIDITY AND DISCIPLINED CAPITAL ALLOCATION

Strong cash flow profile, financial flexibility and disciplined capital deployment

(Dollars in Millions)

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Invest in Growth

Acquisitions

Purpose-built platform with strong accretive deal pipeline Maintain capital discipline

Financial Flexibility

Optimize Returns

Prioritized actions to enhance shareholder returns Value Enhancing Opportunities

Adj. Operating Cash Flow1 LTM $54M

• 1. Adj. Operating Cash Flow excludes $35.6 million of one-time cash expenses related to acquisitions, the business combination with Boxwood Merger Corp., public company formation costs and 2020 COVID-19 related expenses.
• 2. Net leverage calculated as (debt – cash) / LTM Adj. EBITDA including predecessor period of acquisitions.

Balance Sheet

3.6x Net Leverage2

Covenant threshold <5.5x ~5 year avg. debt maturities Liquidity of $39M

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• Gross revenue experienced significant demand

recovery since April driving sequential monthly revenue improvement as quarter progressed

• Net revenue represented 81% of gross revenues,

compared to 79% in the prior year quarter, owing to a higher level of self-performance work

• Adj. EBITDA at higher end of preannounced range,

helped by operating efficiency and cost actions enacted at onset of the pandemic

• Backlog up year-over-year to record $621 million
• Liquidity at the end of the quarter was approximately

$39 million, with $6.3 million operating cash flow generation

• Signed agreements to acquire Alta Vista and

WesTest, which will strengthen Atlas’s transportation and other infrastructure-related testing, inspection and engineering services in our West, Central and Northeast regions

Q2 2020 HIGHLIGHTS

Resilient business model, proactive execution and safety-first emphasis drove strong results

Gross Revenue

$112.7M

Backlog

$621M

Net Revenue

$91.6M

• Adj. EBITDA

$15.4M

APPENDIX

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RECONCILIATION

Net income to adjusted EBITDA and LTM Q2 2020

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Reconciliation Revenues LTM Q1 2020 Gross Revenues Reimbursable Expenses Net Revenues

Year ended December 31, 2019 471,047 $ (93,265) $ 377,782 $ Less: Six months ended June 30, 2019 (229,280) (45,571) (183,709) Plus: Six months ended June 30, 2020 222,017 (39,883) 182,134 LTM Q2 2020 463,784 $ (87,577) $ 376,207 $ For the year ended December 31,

Reconciliation Net Income to Adj. EBITDA

2020 2019

2019

LTM Q2 2020 Net (loss) income (21,324) $ 4,863 $ 8,030 $ (18,157) $ Interest 12,038 5,534 9,862 16,366 Taxes

• 154

1,342 1,188 Depreciation and amortization 10,327 10,534 19,881 19,674 EBITDA 1,041 21,085 39,115 19,071 One-time legal/transaction costs/other non-recurring 16,678 6,532 24,470 34,616 Non-cash equity compensation 10,576 569 1,984 11,991

• Adj. EBITDA

28,295 $ 28,186 $ 65,569 $ 65,678 $

• Adj. EBITDA % of Net Revenues LTM Q2 2020

17.5%

For the six months ended June 30,