Atlas Critical Minerals Corporation · NASDAQ:ATCX
Atlas Critical Minerals — Boxwood Merger — SPAC Merger (January 2020)
41 slides from Atlas Critical Minerals's SPAC merger presentation, Jan 23, 2020
Slide 1: Atlas Technical Consultants – January 2020
1 ec _—t* ny fe ee January 2020 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, a mong others. Neither Boxwood’s nor Atlas’ independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projecti
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: Transaction Update
Transaction Update 6 Item Description Atlas is delivering on its business plan • Atlas’ business continues to perform and execute on its strategy and deliver on its plan • Atlas has confirmed to Boxwood its guidance of $69.4 million and $75.9 million of Adjusted EBITDA 1 in 2019 and 2020, respective
Slide 8: 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 1 National Platform of Scale Atlas Locations Key Markets 2019E Gross Revenue $6
Slide 9: Delivering on Boxwood's Stated Strategy
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 10: Atlas's Visionary Strategy
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 11: Purpose Built Platform
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 12: Accelerating Growth: Backlog and Net Revenue
$343 $352 $370 $377 $412 2017A 2018A LTM Sep-19 2019E 2020E Growth driven by implementing Atlas’ strategy of creating a national platform to acquire regional leaders Accelerating Growth 11 Note: 1. Backlog is presented on a pro forma basis as if all acquisitions were consummated at the beginning of
Slide 13: Margins and FCF conversion versus peers
18.4% 16.1% Atlas NVEE 6.9% 11.8% Atlas NVEE Source: FactSet, company filings, Market data as of 1/17/2020, Net Revenue figures used where available, EBITDA margin calcul ate d as % of Net Revenue where available Note: 1. Atlas Adjusted EBITDA reflects forecasts provided by Atlas Management which in
Slide 14: 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 15: Business Overview
Business Overview 2
Slide 16: 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 17: Resilience through macroeconomic shocks
Macroeconomic shocks to Atlas’ key markets illustrate a flat CAGR from 2007 – 2010 Illustrative Performance of Atlas End Markets 16 Note: 1. Peers include: ERM, Environ, Groundwater & Environmental Services, Terracon, Bureau Veritas, and Apex; Methodology: Selected com panies where private sector wo
Slide 18: Deep Technical Expertise Trusted to Maintain 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 19: 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 20: Growth Strategy
Growth Strategy 3
Slide 21: 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 22: Growth in 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 23: Drive Cross-Selling and National Accounts Strategy
Drive Cross - Selling and National Accounts Strategy 22 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 24: 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 23 Targeted Expansion of Services Selective Geographic Expansion Low - Risk Service Focus 1 2 3 Atlas will only pursu
Slide 25: 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 24 Source: 1. American Society of Civil Engineers, IBIS World Total EBITDA in Pipeline ~$100m Company / Region Strategic Rationale Long Eng
Slide 26: Key Financial Metrics
Key Financial Metrics 4
Slide 27: Attractive Financial Profile
Expanding Profitability and Exceptional FCF Generation 1,2 (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 with Acce
Slide 28: 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 (excl. Long Engineering impact) with 2020 calculated as September 2019A Backl og / 2020E Gross Revenue
Slide 29: September YTD Financial Update
September YTD Financial Update 28 Financial Performance 1,3 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. Atlas Adjusted EBITDA reflects figures provided by Atlas Management 3. Excludes pro forma i
Slide 30: Transaction Overview
Transaction Overview 5
Slide 31: Transaction Overview: Sources & Uses
$ in Millions Sources of Funds $50m Proceeds 1 $204.3m Proceeds 2 First Lien $281.0 $221.0 Rollover equity (BCP) 108.2 38.9 Rollover equity (Management) 81.1 81.1 GSO Common Equity Investment 10.0 0.0 Boxwood shareholders / cash in trust 50.0 204.3 GSO Preferred Equity 5 142.1 127.4 Total Sources $6
Slide 32: Superior Margins and FCF Conversion
31 Superior Margins and FCF Conversion Source: Atlas Management, FactSet, company filings; Market data as of 1/17/2020; EBITDA as % of Net Revenue where available Note: 1. Atlas Adjusted EBITDA reflects forecasts provided by Atlas Management which include $7.5 mm of cost synergies and assume $2.5 mm
Slide 33: Compelling Valuation Relative to Peers
9.0x 11.6x 19.9x 17.2x 13.8x 13.8x 16.1x Atlas - Implied Enterprise Value NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 8.2x 10.0x 16.9x 16.4x 12.2x 13.0x 14.8x Atlas - Implied Enterprise Value NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services
Slide 34: Atlas's Potential Value Creation
+$2.00 +$1.00 +$12.00 +$8.00 +$8.00 $10.00 $41.00 $10.00 / Share 2020 Plan Accretive M&A Multiple Re-rating Organic Growth Accretive M&A Atlas Atlas’ Potential Value Creation 33 Illustrative Share Price 1,2,5 Executing on Near - Term Plan Medium Term Growth Pre - Transaction Source: Atlas Management
Slide 35: Conclusion: Highly Compelling Investment Opportunity
Conclusion: Highly Compelling Investment Opportunity Atlas and Boxwood’s combination pairs highly complimentary capabilities, relationships and skillsets 34 Strong company fundamentals: low risk, pure technical services company with a national platform 1 Best - in - class cash flow performance: lead
Slide 36: Appendix A
Appendix A
Slide 37: 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 36 The senior management team consists of long - tenured industry veterans with vast experience that enables close working rela
Slide 38: Reconciliation of Adjusted EBITDA
Reconciliation of Adjusted EBITDA 1 4 2 3 37 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 o
Slide 39: Cost Synergies and FCF Summary
Cost Synergies and FCF 38 1 2 3 Summary Note: 1. Atlas Adjusted EBITDA reflects forecasts provided by Atlas Management which include $7.5 mm of cost synergies and assume $2.5 mm of public company costs 2. Excludes pro forma impact of Long Engineering acquisition 3. All synergies were implemented in
Slide 40: Cash Flow Forecast Summary
Cash Flow Forecast 39 Summary Note: 1. Includes pro forma impact of Long Engineering acquisition 2. Assumes impact of Pro Forma capital structure detailed on page 30 assuming $50m proceeds from Boxwood Trust Account and full yea r of interest expenses 3. Atlas Adjusted EBITDA reflects forecasts prov
Slide 41: Performance Through the Cycle
Operating as independent, standalone companies Atlas demonstrated a modest decline of (4.1%) CAGR from 2007 – 2010 and quickly rebounded Performance Through the Cycle 40 Note: 1. Chart comprises aggregated net revenue (where available) or gross revenue for Atlas subsidiaries for the period 2007 - 20