Atlas Critical Minerals Corporation · NASDAQ:ATCX
Atlas Critical Minerals — Boxwood Merger — SPAC Merger (August 2019)
37 slides from Atlas Critical Minerals's SPAC merger presentation, Aug 13, 2019
Slide 1: Atlas Technical Consultants - August 2019
bo ol | Cc an hye August 2019 TECHNICAL CONSULTANTS
Slide 2: Disclaimer and forward-looking statements
This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a s olicitation of an offer to buy, or a recommendation to purchase any equity or debt or other financial instruments of Boxwood Merger Corp. (“Boxwood”)., Atlas Technical Con
Slide 3: Use of projections, industry data and non-GAAP measures
Use of Projections. This presentation contains financial forecasts, including with respect to Atlas’ Adjusted EBITDA, revenue and free cash flow fo r 2019 and 2020, among others. Neither Boxwood’s nor Atlas’ independent auditors have studied, reviewed, compiled or performed any procedures with respe
Slide 4: Presenters
Presenters Steve Kadenacy Boxwood CEO and Atlas Executive Chairman 1 Former President, COO & CFO of AECOM Former Board Member, ABM Industries Previously Partner, KPMG (Economic Consulting) Unique combination of C - suite experience at a Fortune 150 company with significant experience in M&A and capi
Slide 5: Contents
Contents 1 2 4 5 Introduction Business Overview Key Financial Metrics Transaction Overview 3 Growth Strategy A Appendix
Slide 6: Introduction
Introduction 1
Slide 7: Atlas Overview
8% 6% 76% Atlas Overview No customer greater than 8% of 2018A net revenue; 76% was from outside of top 10 accounts 2018A Net Revenue by Customer Annual Customers 9,000+ Diverse Group of High Quality Customers Atlas Today National Platform of Scale Atlas Locations Key Markets 2019E Gross Revenue $67m
Slide 8: Scalable platform via organic and acquisitive growth
Scalable Platform via Organic and Acquisitive Growth Highly Visible, Recurring Revenue Profile Durable Economic Model De - Risked Business Profile Delivering on Boxwood’s Stated Strategy Atlas exhibits all of the key factors central to Boxwood’s stated strategy Increasing technical requirements and
Slide 9: Atlas was founded to benefit from key growth trends
Atlas was founded to benefit from key growth trends, especially the growing need to inspect, repair, maintain and invest in critical infrastructure in the U.S. Atlas’ Visionary Strategy Strategically Positioned Purposely positioned to capitalize on key trends driving growth in services created by th
Slide 10: Purpose built platform and transaction rationale
Assembled through the combination of industry - leading companies to form a national platform, the proposed transaction accelerates Atlas’ strategic plans Purpose Built Platform Forming the Strategy Joe Boyer created the Atlas playbook and initiated M&A discussions to create the platform 2016 Establ
Slide 11: Accelerating Growth
$343 $352 $365 $396 $442 2017A 2018A LTM Jun-19 2019E 2020E Growth driven by implementing Atlas’ strategy of creating a national platform to acquire regional leaders Accelerating Growth 10 Note: 1. Backlog is presented on a pro forma basis as if all acquisitions were consummated at the beginning of
Slide 12: Valuation and peer comparison
12.4% 12.7% Atlas NVEE Source: FactSet, company filings, Market data as of 8/9/2019, Net Revenue figures used where available, EBITDA margin calcula ted as % of Net Revenue where available Note: 1. Atlas Adjusted EBITDA, multiple and Illustrative Enterprise Value adjusted for $2.5m of public company
Slide 13: Investment Highlights
Investment Highlights Entrenched long - term relationships with high quality customers base 3 Strong sector tailwinds driving demand 4 Significant backlog growth provides confidence in near - term projections 5 Repeatable, contracted revenue base derived mostly from non - discretionary testing and i
Slide 14: Business Overview
Business Overview 2
Slide 15: Broad range of highly technical, mission-critical services
• Materials, Engineering & Testing • Design / Construction Quality Assurance • Environmental Services • Disaster Response & Recovery Broad Range of Highly Technical, Mission - Critical Services Atlas provides a diverse set of technical services needed to inspect, maintain, repair, and invest in infr
Slide 16: Deep technical expertise maintaining the nation's infrastructure
Deep Technical Expertise Trusted to Maintain Our Nation’s Infrastructure Atlas’ technical services are provided by a highly skilled base of employees Highly Skilled Base of Technical Employees 1 ▪ Experienced mix of scientists, engineers, and field experts are highly mobile and versatile, driving ut
Slide 17: Long-term customer relationships and diverse revenue base
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 Atlas’ technical expertise, performance and strong relationships have led to decades - long relationships with customers, providing a strong base of repeating revenues Long -
Slide 18: Growth Strategy
Growth Strategy 3
Slide 19: Capitalize on key market tailwinds
40% of testing and inspection services are outsourced 1 Multiple, independent secular macro trends underpin growth in target end markets and resilience through economics cycles Capitalize on Key Market Tailwinds $30bn Market for US infrastructure & construction TIC and environmental consulting 3 $4.
Slide 20: Leverage national scale and local expertise to win large contracts
March 2018 March 2019 Ability to provide deep local expertise and leverage long - term relationships on a national scale has accelerated Atlas’ ability to win large contracts Note: 1. Backlog is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relevant p
Slide 21: Drive cross-selling and national accounts strategy
Drive Cross - Selling and National Accounts Strategy 20 Value Creation Strategy Successfully executing on cross - selling and national accounts strategy is leading to significant new wins Increase Wallet Share: capture additional revenues on new contract wins that would have been sub - contracted or
Slide 22: Disciplined M&A Strategy
Disciplined M&A Strategy Atlas’ M&A strategy selectively targets companies that provide complementary low - risk services that will both benefit from and expand our national platform 21 Targeted Expansion of Services Selective Geographic Expansion Low - Risk Service Focus 1 2 3 Atlas will only pursu
Slide 23: Disciplined M&A Strategy: acquisition pipeline
Disciplined M&A Strategy Overview of Acquisition Pipeline Atlas has a well - developed “playbook” of identifying, integrating and scaling its acquired companies 22 Source: 1. American Society of Civil Engineers, IBIS World Total EBITDA in Pipeline ~$100m Region Strategic Rationale Southeast Enhance
Slide 24: Key Financial Metrics
Key Financial Metrics 4
Slide 25: Expanding profitability and exceptional FCF generation
Expanding Profitability and Exceptional FCF Generation 1,2 (pro forma adjusted EBITDA; $ in millions) Attractive Financial Profile Atlas’ financial profile is characterized by stable revenue, impressive earnings growth, expanding margins, and an exceptional free cash flow profile Stable Revenue Base
Slide 26: Backlog growth drives high confidence in forecasts
Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Calculated as Pro Forma Backlog / Gross Revenue with 2020 calculated as 2020E Gross Revenue / June 2019A Backlog Backlog Growth Drives High Confidence
Slide 27: June YTD Financial Update
June YTD Financial Update 26 Financial Performance 1 Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Q2 2019 figures reflect preliminary financial results 3. Atlas Adjusted EBITDA adjusted for annual
Slide 28: Transaction Overview
TECHNICAL CONSULTANTS. Transaction Overview
Slide 29: Transaction Overview
Transaction Overview Sources & Uses 1 Implied Enterprise Value 1 Pro Forma Ownership 1 (%) Management and Board • Joe Boyer and Walter Powell to remain as CEO and CFO of Atlas with existing management team continuing to run the business • Steve Kadenacy to serve as Executive Chairman post closing •
Slide 30: Peer comparison: margins and FCF conversion
91.2% 91.0% 94.4% 79.3% 87.8% 78.5% 85.5% Atlas - for formatting purp NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 17.5% 17.3% 11.3% 21.4% 10.2% 19.9% 13.1% Atlas - for formatting purp NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 29
Slide 31: Compelling Valuation Relative to Peers
9.4x 11.8x 16.7x 18.6x 12.6x 14.4x 15.3x Atlas - Implied Enterprise Value NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 8.6x 10.8x 15.7x 14.8x 11.2x 11.4x 13.4x Atlas - Implied Enterprise Value NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services
Slide 32: Atlas' Potential Value Creation
$34.00 $10.00 +$2.00 +$1.00 +$8.00 +$7.00 +$6.00 $10.00 / Share 2020 Plan Accretive M&A Multiple Re-rating Organic Growth Accretive M&A Atlas Atlas’ Potential Value Creation 31 Illustrative Share Price 1,2 Executing on Near - Term Plan Medium Term Growth Pre - Transaction Source: Capital IQ, Market
Slide 33: Conclusion: Highly Compelling Investment Opportunity
Conclusion: Highly Compelling Investment Opportunity Atlas and Boxwood’s combination pairs highly complimentary capabilities, relationships and skillsets 32 Strong company fundamentals: low risk, pure technical services company with a national platform 1 Best - in - class cash flow performance: lead
Slide 34: Appendix A
Appendix A
Slide 35: Atlas Management Team
Atlas Management Team Atlas is led by an experienced, entrepreneurial management team with a proven track record of driving value for customers, employees, and shareholders 34 The senior management team consists of long - tenured industry veterans with vast experience that enables close working rela
Slide 36: Reconciliation of Non-GAAP Items
Reconciliation of Non - GAAP Items 1 2 3 4 35 Description Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Quarterly results are preliminary, unaudited and have not yet been reviewed by the Company’s
Slide 37: Synergy and FCF Reconciliation Summary
Synergy and FCF Reconciliation 36 1 2 3 Summary Note: 1. Atlas Adjusted EBITDA adjusted for public company costs of $2.5m and run - rate synergies of $7.5m Free Cash Flow $ in Thousands FY19 FY20 Adjusted EBITDA 1 69,400 75,900 Capital Expenditures (6,084) (6,337) Free Cash Flow 63,316 69,563 Run -