8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2020

ATLAS TECHNICAL CONSULTANTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38745	83-0808563
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13215 Bee Cave Parkway, Building B, Suite 230

Austin, Texas 78738

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (512) 851-1501

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	ATCX	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock	ATCXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On August 10, 2020, Atlas Technical Consultants, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2020. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company will hold an earnings call on August 10, 2020 at 5:00 p.m., Eastern Time (4:00 p.m., Central Standard Time), to discuss its second quarter earnings.

The information in this Item 2.02 and Exhibit 99.1 shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The Company also disseminated an investor presentation to be used in connection with the earnings call. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, and Exhibit 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

The Company expressly disclaims any obligation to update or revise any of the information contained in the investor presentation. The investor presentation is available on the Company’s website located at www.oneatlas.com, although the Company reserves the right to discontinue that availability at any time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release dated August 10, 2020.
99.2	Atlas Technical Consultants, Inc. Investor Presentation - Second Quarter 2020 Earnings Presentation.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ATLAS TECHNICAL CONSULTANTS, INC.
	By:	/s/ L. Joe Boyer
Dated: August 10, 2020		Name:	L. Joe Boyer
		Title:	Chief Executive Officer

2

EX-99.1

Exhibit 99.1

Atlas Technical Consultants Reports Second Quarter 2020 Results

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

- Reiterate full year 2020 outlook -

Austin, TX (August 10, 2020) – Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the “Company”), a leading provider of professional testing, inspection, engineering, program management and consulting services, announced today results for the second quarter ended June 30, 2020.

Second Quarter 2020 Highlights:

● Gross revenue of $112.7 million, with significant demand recovery since April driving sequential monthly revenue improvement as quarter progressed

● Net revenue¹ of $91.6 million, representing 81.3% of gross revenues, compared to net revenues representing 79.2% of gross revenues in the prior year period

● Net income of $2.2 million

● Adjusted EBITDA² of $15.4 million

● Backlog up year-over-year to a record $621 million

● Liquidity at the end of the quarter was approximately $39.0 million, including cash of $16.9 million plus availability under the revolving credit facility

● Signed agreements to acquire Alta Vista and WesTest, which will strengthen Atlas’ transportation and other infrastructure-related testing, inspection and engineering services in our West, Central and Northeast regions

“My sincere appreciation goes to our entire team as we work together during this very challenging time to operate safely, provide exceptional service and support to our clients, and take care of each other along the way,” stated L. Joe Boyer, Atlas’ Chief Executive Officer. “Delivering a solid quarter during extraordinary circumstances ultimately demonstrates the resilience of our business and underlying demand for our mission critical services. Our government-based volume grew steadily through the quarter as states continued to invest in critical infrastructure. Our planned acquisitions of Alta Vista and WesTest will further enhance our self-performance capabilities in this key growth sector, and our acquisition pipeline remains robust to further accelerate our success. In the private sector, we saw sequential monthly improvement in the quarter, and we are already positioning for a future that will see demand for safer environments in places of business, commercial structures and other spaces.”

Mr. Boyer continued, “Overall, we believe our business is in great shape with strong project wins driving record backlog combined with a flexible cost structure to efficiently serve customers. We remain committed to generating additional cash flow and strengthening our balance sheet while executing our deleveraging acquisition strategy to generate additional value. We are confident that our strategy and capital resources, coupled with disciplined execution from our team, will continue to position us as a standout emerging growth company within our space in 2020 and into 2021.”

(1) Net revenue is a Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net revenue to the most comparable financial measure calculated in accordance with GAAP.

(2) Adjusted EBITDA is a Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most comparable financial measure calculated in accordance with GAAP.

Second Quarter 2020 Results

● Gross revenue of $112.7 million, compared to $123.7 million in the prior year quarter. The lower revenue is attributable primarily to COVID-19 related delays in private sector work, partly offset by the contribution of Long Engineering acquired in February 2020.

● Net revenue of $91.6 million, compared to $97.9 million in the prior year quarter. The lower revenue is attributable to the decline in gross revenue, partly offset by an increasing level of self-performance work, minimizing reliance on third-party providers and pass-through participation.

● Net income was $2.2 million, compared to net income of $4.1 million in the prior year quarter.

● Adjusted EBITDA of $15.4 million, compared to $17.3 million in the prior year quarter, primarily due to lower net revenues partly offset by operating efficiency and discrete cost mitigation measures enacted at the onset of the pandemic.

● Backlog at quarter end totaled $621 million, up from $611 million at the end of the prior year quarter. Strong sales and backlog growth were driven by a range of project additions across the nationwide platform, an increase in average project size and the addition of Long Engineering.

● Operating cash flow of $6.3 million, compared to $6.4 million in the prior year quarter.

Six Month 2020 Results

● Gross revenue of $222.0 million, compared to $229.3 million in the prior year period.

● Net revenue of $182.1 million, compared to $183.7 million in the prior year period.

● Net loss was $21.3 million, compared to net income of $4.9 million in the prior year period. The net loss in the first half 2020 included $27.3 million of one-time pre-tax costs, primarily related to $16.7 million of transaction costs and professional fees associated with the Company’s business combination with Boxwood Merger Corp, and also $10.7 million of non-cash equity compensation.

● Adjusted EBITDA of $ 28.3 million, compared to $28.2 million in the prior year period, essentially stable year-over-year despite a decrease in revenue.

Full Year 2020 Outlook

● Based on current backlog, the Company affirms its previously provided expectation for gross revenue to be in the range of $453 million to $468 million, with net revenue representing a higher percentage of gross revenue in 2020 compared to 2019.

● Adjusted EBITDA is anticipated to be in the range of $58 million to $64 million.

● The outlook reflects current visibility on the timing of work as stay-at-home orders are lifted.

David D. Quinn, Sr. Chief Financial Officer, concluded, “Our strong results validate the exceptional resilience of our business during a quarter in which the U.S. economy contracted at the steepest rate in our nation’s history. We are therefore optimistic about our outlook based on the trajectory of our end markets and the continued improvement in our labor utilization, as well as the adaptability of our highly variable cost structure to help us succeed in a variety of economic scenarios. We look forward to delivering on our 2020 objectives and to entering 2021 with significant momentum to further build on our success.”

2

Webcast and Conference Call

The Company will host a webcast and conference call on Monday, August 10, 2020 at 5:00 p.m. Eastern time (4:00 p.m. Central time) to review second quarter 2020 results, discuss recent events and conduct a question-and-answer session. The live webcast will be available at www.oneatlas.com in the Investors section. The conference call will also be accessible by dialing 1-877-407-9716 (Domestic) and 1-201-493-6779 (International). To access the replay of the call, dial 1-844-512-2921 (Domestic) and 1-412-317-6671 (International) with pass code 13707220. A replay of the webcast will be available on the Company’s website.

About Atlas Technical Consultants

Headquartered in Austin, Texas, Atlas is a leading provider of professional testing, inspection engineering and consulting services under the name Atlas Technical Consultants, offering solutions to public and private sector clients in the transportation, commercial, water, government, education and industrial markets. With more than 100 offices in 40 states and 3,200+ employees, Atlas provides a broad range of mission-critical technical services, helping clients test, inspect, certify, plan, design and manage a wide variety of projects across diverse end markets. For more information, go to https://www.oneatlas.com.

Forward-Looking Statements

The statements contained in this press release that are not purely historical are forward-looking statements and involve a number of risks and uncertainties. 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. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions and estimates, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of such words 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 press release are based on our expectations and beliefs as of the date of this filing 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 or estimates 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, those described throughout our periodic report on Form 10-Q for the period ended June 30, 2020 and filed with the SEC concurrently with the release of this press release, our annual report on Form 10-K for the year ended December 31, 2019 and filed with the Securities and Exchange Commission (“SEC”) on March, 16, 2020, and our periodic report on Form 10-Q for the period ended March 31, 2020 and filed with the SEC on May 11, 2020, particularly the “Risk Factors” sections of such reports and the factors described below: (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. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this press release and in documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Unless specifically indicated otherwise, the forward-looking statements in this press release do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing. In addition, the forward-looking statements in this press release are made as of the date of its release, including expectations based on third-party information and projections that management believes to be reputable, and the Company does not undertake, and expressly disclaims any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.

3

Atlas Technical Consultants

Consolidated Statement of Operations

(in thousands)

	Three Months Ended June 30,
	2020			2019
Revenues	$	112,715		$	123,669
Cost of revenues		(58,714	)		(68,452	)
Operating expenses		(45,376	)		(47,236	)
Operating income (loss)		8,625			7,981
Interest expense		(6,398	)		(3,149	)
Other income (expense)		18			(486	)
(Loss) income before income taxes		2,245			4,346
Income tax expense		-			(154	)
Net income (loss) from continuing operations		2,245			4,192
Loss from discontinued operations		-			(64	)
Net income (loss)		2,245			4,128
Provision for non-controlling interest		1,881			-
Redeemable preferred stock dividends		(4,533	)		-
Net (loss) income attributable to Class A common stock shareholders/members	$	(407	)	$	4,128
(Loss) Per Class A Common Share	$	(0.07	)		N/A
Weighted average of shares outstanding:
Class A common shares (basic and diluted)		5,767,342			N/A

4

Atlas Technical Consultants

Consolidated Balance Sheet

(in thousands)

	June 30,			December 31,
	2020			2019
ASSETS
Current assets:
Cash and equivalents	$	16,881		$	20,185
Accounts receivable, net		88,356			90,775
Unbilled receivables, net		45,501			40,513
Prepaid expenses		4,100			5,266
Other current assets		1,036			812
Total current assets		155,874			157,551
Property and equipment, net		15,439			14,824
Intangible assets, net		88,401			92,389
Goodwill		92,254			85,125
Other long-term assets		2,907			2,884
TOTAL ASSETS	$	354,875		$	352,773
LIABILITIES, REDEEMABLE PREFERRED STOCK, SHAREHOLDERS’ EQUITY AND MEMBERS’ CAPITAL
Current liabilities:
Trade accounts payable	$	21,296		$	30,754
Accrued liabilities		10,958			10,085
Current maturities of long-term debt		14,050			10,875
Other current liabilities		11,482			13,712
Total current liabilities		57,786			65,426
Long-term debt, net of current maturities and loan costs		270,915			158,557
Other long-term liabilities		7,791			1,347
Total liabilities		336,492			225,330
COMMITMENTS AND CONTINGENCIES (NOTE 14)
Redeemable preferred stock		145,866			-
Members’ Capital		-			127,443
Class A common stock, $.0001 par value, 400,000,000 shares authorized, 5,767,342 shares issued and outstanding at June 30, 2020		1			-
Class B common stock, $.0001 par value, 23,974,368 shares authorized, 23,974,368 shares issued and outstanding at June 30, 2020		2			-
Additional paid in capital		(23,442	)		-
Non-controlling interest		(102,131	)		-
Retained (deficit)		(1,913	)		-
Total shareholders’ equity/members’ capital		(127,483	)		127,443
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK.
SHAREHOLDERS’ EQUITY AND MEMBERS’ CAPITAL	$	354,875		$	352,773

5

Atlas Technical Consultants

Consolidated Statement of Cash Flows

(in thousands, except share and per share data)

	For the six months June 30,
	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(21,324	)	$	4,863
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		10,327			10,534
Equity-based compensation expense		10,035			569
(Gain) on sale of property and equipment		(1	)		(82	)
Write-off of deferred financing costs related to debt extinguishment		1,712			40
Amortization of deferred financing costs		984			121
Provision for bad debts		1,465			569
Changes in assets & liabilities:
Decrease (increase) in accounts receivable and unbilled receivable		1,060			(70	)
Decrease (increase) in prepaid expenses		1,166			(1,656	)
(Increase) decrease in other current assets		(224	)		79
(Decrease) in trade accounts payable		(10,142	)		(183	)
(Decrease) in accrued liabilities		(947	)		(2,665	)
(Decrease) in other current and long-term liabilities		(352	)		(4,701	)
(Increase) in other long-term assets		(9	)		(476	)
Net cash (used in) provided by operating activities		(6,250	)		6,942
Cash flows from investing activities:
Purchases of property and equipment		(2,133	)		(4,339	)
Proceeds from disposal of property and equipment		-			248
Purchase of business, net of cash acquired		(10,748	)		-
Net cash (used in) investing activities		(12,881	)		(4,091	)
Cash flows from financing activities:
Proceeds from issuance of debt		320,000			178,039
Payment of loan acquisition costs		(17,506	)		-
Repayments of debt		(189,657	)		(121,358	)
Proceeds from issuance of redeemable preferred stock		141,840			-
Payments of redeemable preferred stock divdends		(931	)
Issuance of common stock		10,229			-
Member distributions		(21,830	)		(53,400	)
Payment to shareholders associated with Atlas Business Combination		(226,318	)		-
Payment of contingent earn-out		-			(2,500	)
Net cash provided by financing activities		15,827			781
Net change in cash and equivalents		(3,304	)		3,632
Cash and equivalents - beginning of period		20,185			6,509
Cash and equivalents - end of period	$	16,881		$	10,141

6

Reconciliation of Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, Atlas discloses Adjusted EBITDA and net revenue, which are non-GAAP financial measures, in this press release. Atlas believes these financial measures are useful indicators to evaluate performance because they allow for an effective evaluation of Atlas’ operating performance when compared to its peers, without regard to its financing methods or capital structure. Atlas believes Adjusted EBITDA and net revenue are useful for investors and others in understanding and evaluating Atlas’ operations results in the same manner as its management. However, Adjusted EBITDA and net revenue are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for, or in isolation from, net income (loss), revenue, operating profit, or any other operating performance measures calculated in accordance with GAAP.

Atlas defines Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, adjustments for certain one-time or non-recurring items and other adjustments. Atlas excludes these items from net income in arriving at Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Atlas’ presentation of Adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from Adjusted EBITDA. Atlas’ computation of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. For a reconciliation of Adjusted EBITDA to its most comparable measure under GAAP, please see the table entitled “Reconciliation of Non-GAAP Financial Measures” at the end of this press release. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

Atlas defines net revenue as gross revenue before reimbursable expenses and other adjustments. Atlas excludes these items from gross revenue in arriving at net revenue because net revenue is an important measure of the underlying production and performance of the business. Certain items excluded from net revenue are significant components in understanding and assessing a company’s financial performance, such as subcontractor and other “pass-through” related costs. Atlas’ presentation of net revenue should not be construed as an indication that results will be unaffected by the items excluded from net revenue. Atlas’ computation of net revenue may not be identical to other similarly titled measures of other companies. For a reconciliation of net revenue to its most comparable measure under GAAP, please see the table entitled “Reconciliation of Non-GAAP Financial Measures” at the end of this press release.

7

Atlas Technical Consultants

Reconciliation of Gross Revenues to Net Revenues

(in thousands)

	For the quarter ended June 30,						For the six months ended June 30,
	2020			2019			2020			2019
Gross Revenue	$	112,715		$	123,669		$	222,017		$	229,280
Reimburseable Expenses		(21,081	)		(25,754	)		(39,883	)		(45,571	)
Revenue Net of Reimburseable Expenses	$	91,634		$	97,915		$	182,134		$	183,709

Atlas Technical Consultants

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

	For the quarter ended June 30,				For the six-months ended June 30,
	2020		2019		2020			2019
	(Unaudited)				(Unaudited)
	(in $ millions)				(in $ millions)
Net (loss) income	$	2,245	$	4,128	$	(21,324	)	$	4,863
Interest		6,398		3,149		12,038			5,534
Taxes		-		154		-			154
Depreciation and amortization		5,325		5,365		10,327			10,534
EBITDA		13,968		12,796		1,041			21,085
Other non-recurring expenses(1)		1,246		4,010		16,678			6,532
Non-cash equity compensation		190		513		10,576			569
Adjusted EBITDA	$	15,404	$	17,319	$	28,295		$	28,186

(1) Includes professional service-related service fees such as legal, accounting, tax, valuation and other consulting relating to the Atlas Business Combination, acquisition related professional fees, shutdown of the telecom division costs in 2019 and costs incurred related to the COVID-19 pandemic.

Investor Relations Contact

512-851-1507

ir@oneatlas.com

8

EX-99.2

Exhibit 99.2

SECOND QUARTER 2020 EARNINGS PRESENTATION August 10, 2020

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 pr ovi ded 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 projec tio ns, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - lookin g statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “po ssible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward - looking statements, but the ab sence 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 com mon stock and warrants on Nasdaq; (2) the ability to recognize the anticipated benefits of the business combination or acquisitions, wh ich 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 adve rse ly affected by other economic, business, and/or competitive factors; and (6) other risks and uncertainties indicated from time t o t ime in the Company’s filings with the U.S. Securities and Exchange Commission, including those under “Risk Factors” therein. You are cautioned not to place undue reliance on any forward - looking statements, which speak only as of the date of this presentation. Except as otherwise required by applicable law, we disclaim any duty to update any forward - looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation . FORWARD LOOKING STATEMENT 2

3 AGENDA Business Overview L. Joe Boyer Chief Executive Officer Financial Overview & Outlook David Quinn Chief Financial Officer

TESTING, INSPECTION & ENVIRONMENTAL CONSULTING ESSENTIAL PROVIDER OF MISSION CRITICAL SERVICES HIGH QUALITY CUSTOMER AND WORK MIX ATLAS OVERVIEW $464M Gross Revenue 1 17.5% Adj. EBITDA Margin 1,2 $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 M argin calculated as Adjusted EBITDA / Net Revenues 4 A LEADING NATIONAL TECHNICAL SERVICES PLATFORM Specialized provider of testing, inspection, environmental and engineering services to support and maintain critical infrastr uct ure

5 • 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 1 $91.6M Adj. EBITDA 1 $15.4M 1. Adjusted EBITDA and Net Revenue are not financial measures determined in accordance with GAAP. For a definition of Adjusted EBITDA and 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.

36% 15% 38% 6% 4% 6 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 MARKET 1,2 1. 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. 2. 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

BACKLOG 2017 $502M Q2 2020 $621M Building strong pipeline of work, providing favorable trajectory as economies reopen BACKLOG & KEY WINS Record backlog fueled by key wins across Atlas service offerings and geographies 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 7

FINANCIAL HIGHLIGHTS Resilient business model delivered strong results during challenging environment 8 Q2 2020 Q2 2019 YoY % Change H1 2020 H1 2019 YoY % Change Gross Revenue $112.7 $123.6 - 8.8% $222.0 $229.3 - 3.2% Net Revenue 1 $91.6 $97.9 - 6.4% $182.1 $183.7 - 0.9% Adj. EBITDA 1 $15.4 $17.3 - 11.0% $28.3 $28.2 0.4% Adj. EBITDA Margin 2 16.8% 17.7% - 4.9% 15.5% 15.4% 1.2% (Dollars in Millions) 1. Adjusted EBITDA and Net Revenue are not financial measures determined in accordance with GAAP. For a definition of Adjusted E BIT DA and Net Revenue and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, plea se see the Appendix included herewith. 2. Adjusted EBITDA margin calculated as Adjusted EBITDA / Net Revenues

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 Flow 1 LTM $54M 1 Adj. Operating Cash Flow excludes $35.6 million of one - time cash expenses related to acquisitions, the business combination wi th 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 Leverage 2 Covenant threshold <5.5x ~5 year avg. debt maturities Liquidity of $39M 9 STRONG LIQUIDITY AND DISCIPLINED CAPITAL ALLOCATION Strong cash flow profile, financial flexibility and disciplined capital deployment (Dollars in Millions)

10 2016 1 $228M 2017 1 $278M 2018 $426M 2019 1 $471M 2020 ~$461M 3 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 Revenue 2 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

• Out - performing 2020 year - to - date expectations • Expanded position in key Southeast region markets being realized consistent with acquisition case • Strong business continuity and durability through COVID - 19 • Revenue synergies and cross - selling demonstrated through new project wins • Integration activities ahead of schedule • Secures position in Colorado transportation sector • Reputable brand with strong client relationships • Expands Atlas’ testing & engineering service offering • Strengthens Atlas cross - selling capabilities • Strengthens transportation testing, inspection and engineering capabilities in West and Northeast • Highly scalable business in key growth end market • Increases self - performance supporting growth strategy • Immediate and substantial cross - selling opportunities 11 ACQUISTION UPDATE Planned acquisitions of Alta Vista and WesTest fit the proven scalable growth strategy RECENT ACQUISITIONS NEW ACQUISITIONS

OUTLOOK Strong client base and resilient and scalable business model supports full year outlook 12 • Outlook reflects current visibility on timing of work, assuming no major retrenching of stay - at - home orders • Government - based work remains positive with some sequential improvement to private sector work • Enacted cost savings expected to benefit 2020 by $6 - 8M • Improving delivery, operating efficiency and utilization • Positioned to benefit from any federal infrastructure stimulus • Growing backlog to fuel underlying earnings power into 2021 Gross Revenue Adj. EBITDA 1 Full Year FY 2020 $453M - $468M $58M - $64M Note: FY2020 outlook range for gross revenue and Adjusted EBITDA does not include planned Alta Vista or WesTest acquisitions 1. Adjusted EBITDA and Net Revenue are not financial measures determined in accordance with GAAP. For a definition of Adjusted EBITDA and Net Revenue and a reconciliation to our most directly comparable financial measure calculated and presented in accordan ce with GAAP, please see the Appendix included herewith .

Executing on pipeline of accretive and deleveraging acquisitions to further strengthen our resilient, purpose - built platform Strong underlying fundamentals with fully - funded backlog at record level and no cancelled projects Dependable government - based work moving forward and positioned for improvement in private sector work Actively managing costs, cash and capital deployment to efficiently accelerate growth as economies continue to recover SUMMARY 13

APPENDIX 14

RECONCILIATION Net Income to Adj. EBITDA and LTM Q2 2020 15 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,