Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the
“Company”), a leading infrastructure and environmental services
provider, announced today results for the second quarter ended July
2, 2021.
Second Quarter 2021
Highlights:
- Gross revenue grew 17% to $131.6 million, compared to $112.7
million in the prior-year quarter. Revenue growth was driven by
continued solid execution across all of the Company’s services and
included organic growth and contributions from the recent
acquisitions.
- Net revenue(1) rose 16% to $106.3 million, compared to $91.6
million in the prior-year quarter. Net revenue was approximately
81% of gross revenue, reflecting ongoing strategic efforts to
increase self-performance by expanding services and cross-selling
while minimizing reliance on third-party providers.
- Net loss attributable to Class A common shares was $4.2
million, or $0.14 per Class A share. The net loss is not directly
comparable to the net loss of $0.4 million, or $0.07 per Class A
share in the prior-year quarter as dividends of $4.5 million on the
previously outstanding preferred equity units were not included in
the 2020 loss while interest expense on the financing that
repurchased the preferred stock is included in the 2021
results.
- Adjusted net income(2) was $3.5 million, or $0.11 per Class A
share, compared to $0.4 million, or $0.07 per Class A share in the
prior year quarter. Adjusted net income excludes $2.1 million of
acquisition and other non-operational expenses, and noncash
adjustments of $3.1 million for the amortization of intangible
assets, and $2.4 million for a fair value adjustment for contingent
consideration on earnouts for acquisitions.
- Adjusted EBITDA(3) increased 17.9% to $18.2 million, compared
to $15.4 million in the prior-year quarter, and represented 17.1%
of net revenue.
- Backlog at quarter-end was $751 million, up sequentially to a
record high, driven by key infrastructure and environmental related
contract wins.
- Operating cash flow was $7.8 million versus $6.3 million in the
prior-year quarter. Reduced debt with a $12.2 million revolver debt
paydown during the quarter.
- In April 2021, the Company closed on the acquisition of
Atlantic Engineering Laboratories, Inc. (AEL), broadening the reach
of infrastructure services and strengthening cross-selling
capabilities in the New York Tri-State region. In June 2021, the
Company closed on the acquisition of O’Neill Services Group (OSG),
expanding its presence in the Pacific Northwest, and complementing
the Company’s offerings in transportation, infrastructure, and
commercial projects.
L. Joe Boyer, Atlas’ Chief Executive Officer,
stated, “I am very pleased with our second quarter performance,
most notably 17% revenue growth, 18% adjusted EBITDA growth and a
record $751 million in backlog. While some ongoing pandemic-related
sluggishness persists, the outlook for our infrastructure and
environmental professional services in the second half of 2021
remains strong. Backlog is at record levels fueled by key project
wins during the quarter and does not yet include recent awards in
excess of $150 million which are pending contract execution.
Despite wage cost pressures beginning to emerge, we are pleased to
be expanding our workforce and growing headcount while we work to
maximize labor utilization. Following our major recapitalization in
February, we continue to execute on our deleveraging and highly
accretive M&A strategy as illustrated by the closing of the AEL
and OSG acquisitions this quarter. As we look ahead, the markets we
serve are promising even before any increased federal
infrastructure spending.”
The conversion of our Class B common shares to
publicly traded Class A shares continued during the quarter. As of
August 13, 2021, the Company has 36,973,313 common shares
outstanding consisting of 32,755,990 Class A shares and 4,217,323
Class B shares.
Full Year 2021 Outlook
Reiterated
- Adjusted 2021
EBITDA expected to be in a range of $73 million to $80 million. Run
rate Adjusted EBITDA (pro forma assuming AEL and OSG had been
closed on January 1, 2021) estimated at $76 million to $83
million.
- Gross revenue
anticipated to be in a range of $520 million to $540 million, with
net revenue and self-performance continuing to be an area of focus
for margin enhancement.
- The reiterated
outlook reflects the continued strength of backlog, the addition of
the AEL and OSG acquisitions and current visibility on the timing
of work.
David D. Quinn, Sr., Chief Financial Officer,
concluded, "We remain focused on expanding our business while
reducing net leverage(4). The team’s performance in the quarter and
the acquisitions we completed are helping us drive towards meeting
those goals. We are executing well across our services, resulting
in positive operating cash flow and increased liquidity for the
quarter. As business momentum continues we are well positioned to
continue our growth and achieve approximately 5.5 times net
leverage by year end 2021 while remaining on track with our
ultimate goal of less than 3.0 times. Based on our strong
first-half results, the strength in our backlog and the anticipated
demand for our infrastructure and environmental related services we
see a strong second half of 2021 and reiterate our 2021 growth
outlook for revenues and adjusted EBITDA.
(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 net income
is a Non-GAAP financial measure. Please see “Reconciliation of
Non-GAAP Financial Measures” for a reconciliation of Adjusted Net
Income to the most comparable financial measure calculated in
accordance with GAAP.(3) 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.(4) Net
leverage calculated as (debt –cash) / LTM Adj. EBITDA including
predecessor period of acquisitions.
Webcast and Conference Call
The Company will host a webcast and conference
call on Monday, August 16, 2021, at 5:00 p.m. Eastern time (4:00
p.m. Central time) to review second quarter 2021 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). 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 Environmental Solutions (ENV), Testing,
Inspection & Certification (TIC), Engineering & Design
(E&D), and Program, Construction, and Quality Management (PCQM)
services. Under the name Atlas Technical Consultants, we offer
solutions to public and private sector clients in the
transportation, commercial, water, government, education, and
industrial markets. With approximately 3,600 employees and a
nationwide footprint, 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,” “intend,” “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 annual report on Form 10-K for the year
ended December 31, 2020 filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 23, 2021, particularly the “Risk
Factors” section of such report and the factors described below:
(1) the ability to maintain the listing of the Company’s shares of
Class A common stock on Nasdaq; (2) the ability to recognize the
anticipated benefits of 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 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
(including as a result of COVID-19); and (6) other risks and
uncertainties indicated from time to time in the Company’s filings
with the SEC, 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.
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, net revenue, adjusted net
income and adjusted earnings per Class A share (“Adjusted EPS”),
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.
Atlas defines adjusted net income as net income
excluding the after-tax impact of transaction costs, certain other
non-recurring expenses, and the amortization of intangible assets.
Atlas excludes these items from net income in arriving at adjusted
net income because adjusted net income is an important measure of
the underlying production and performance of the business. Certain
items excluded from adjusted net income are significant components
in understanding and assessing a company’s financial performance.
Atlas’ presentation of adjusted net income should not be construed
as an indication that results will be unaffected by the items
excluded from adjusted net income. Atlas’ computation of adjusted
net income may not be identical to other similarly titled measures
of other companies. For a reconciliation of adjusted net income 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.
Atlas defines Adjusted EPS as adjusted net
income divided by the weighted average of Class A shares
outstanding for the period. Adjusted EPS reflects adjustments to
reported diluted earnings per share (“GAAP EPS”) to eliminate
amortization expense of intangible assets from acquisitions, net of
tax benefits, and acquisition-related costs. As we continue our
acquisition strategy, the growth in Adjusted EPS may increase at a
greater rate than GAAP EPS. Our definition of Adjusted EPS may
differ from other companies reporting similarly named
measures. This measure should be considered in addition to,
and not as a substitute for, or superior to, other measures of
financial performance prepared in accordance with GAAP, such as Net
Income and Diluted Earnings per Share. For a reconciliation of
Adjusted EPS 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.
ATLAS TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS |
Amounts in thousands, except per share data |
|
|
July 2, 2021 |
|
December 31, 2020 |
|
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and equivalents |
|
11,806 |
|
|
14,062 |
|
|
Accounts receivable, net |
|
99,620 |
|
|
99,822 |
|
|
Unbilled receivables, net |
|
46,860 |
|
|
38,350 |
|
|
Prepaid expenses |
|
7,451 |
|
|
5,874 |
|
|
Other current assets |
|
3,016 |
|
|
4,557 |
|
|
|
|
|
|
|
|
Total current assets |
|
168,753 |
|
|
162,665 |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
13,304 |
|
|
14,134 |
|
|
Intangible assets, net |
|
115,823 |
|
|
86,008 |
|
|
Goodwill |
|
112,155 |
|
|
109,001 |
|
|
Other long-term assets |
|
4,602 |
|
|
4,254 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
414,637 |
|
|
376,062 |
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE PREFERRED
STOCK, AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Trade accounts payable |
|
30,506 |
|
|
28,456 |
|
|
Accrued liabilities |
|
14,574 |
|
|
15,011 |
|
|
Current maturities of long-term
debt |
|
- |
|
|
14,050 |
|
|
Other current liabilities |
|
16,186 |
|
|
12,036 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
61,266 |
|
|
69,553 |
|
|
|
|
|
|
|
|
Long-term debt, net of current
maturities and loan costs |
|
479,603 |
|
|
264,970 |
|
|
Other long-term liabilities |
|
16,909 |
|
|
24,296 |
|
|
|
|
|
|
|
|
Total liabilities |
|
557,778 |
|
|
358,819 |
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
(NOTE 13) |
|
|
|
|
|
|
|
|
|
|
|
Redeemable preferred stock |
|
- |
|
|
151,391 |
|
|
|
|
|
|
|
|
Class A common stock, $.0001 par
value, 400,000,000 shares authorized, 32,738,990 shares issued and
outstanding at July 2, 2021 |
|
- |
|
|
1 |
|
|
Class B common stock, $.0001 par
value, 4,234,323 shares authorized, 4,234,323 shares issued and
outstanding at July 2, 2021 |
|
3 |
|
|
2 |
|
|
Additional paid in capital |
|
(103,211 |
) |
|
(37,382 |
) |
|
Non-controlling interest |
|
(21,044 |
) |
|
(90,566 |
) |
|
Retained (deficit) |
|
(18,889 |
) |
|
(6,203 |
) |
|
Total shareholders’ equity |
|
(143,141 |
) |
|
(134,148 |
) |
|
|
|
|
|
|
|
TOTAL LIABILITIES, REDEEMABLE
PREFEERED STOCK AND SHAREHOLDERS' EQUITY |
|
414,637 |
|
|
376,062 |
|
|
|
|
|
|
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED STATEMENTS
OF OPERATIONS |
Amounts in
thousands, except per share data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
three months ended |
|
For the six
months ended |
|
|
|
|
July 2, 2021 |
|
June 30, 2020 |
|
July 2, 2021 |
|
June 30, 2020 |
|
Revenues |
|
|
$131,562 |
|
|
|
$112,715 |
|
|
|
$254,831 |
|
|
|
$222,017 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
(68,349 |
) |
|
|
(58,714 |
) |
|
|
(132,977 |
) |
|
|
(117,612 |
) |
|
Operating expenses |
|
|
(57,551 |
) |
|
|
(45,358 |
) |
|
|
(107,896 |
) |
|
|
(113,691 |
) |
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
|
5,662 |
|
|
|
8,643 |
|
|
|
13,958 |
|
|
|
(9,286 |
) |
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(10,258 |
) |
|
|
(6,398 |
) |
|
|
(33,300 |
) |
|
|
(12,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(4,596 |
) |
|
|
2,245 |
|
|
|
(19,342 |
) |
|
|
(21,324 |
) |
|
Income tax expense |
|
|
(187 |
) |
|
|
- |
|
|
|
(232 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(4,783 |
) |
|
|
2,245 |
|
|
|
(19,574 |
) |
|
|
(21,324 |
) |
|
|
|
|
|
|
|
|
|
|
|
Provision for non-controlling interest |
|
|
617 |
|
|
|
1,881 |
|
|
|
12,786 |
|
|
|
5,141 |
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable preferred stock dividends |
|
|
- |
|
|
|
(4,533 |
) |
|
|
(5,899 |
) |
|
|
(6,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net (loss) attributable to Class A common stock
shareholders/members |
|
|
($4,166 |
) |
|
|
($407 |
) |
|
|
($12,687 |
) |
|
|
($22,960 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Loss) Per Class A Common Share |
|
|
(0.14 |
) |
|
|
(0.07 |
) |
|
|
(0.57 |
) |
|
|
(0.33 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average of shares outstanding: |
|
|
|
|
|
|
|
|
|
Class A common shares (basic and diluted) |
|
|
30,633,366 |
|
|
|
5,767,342 |
|
|
|
22,400,179 |
|
|
|
5,767,342 |
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED STATEMENTS
OF CASH FLOWS |
Amounts in
thousands, except per share data |
|
|
|
|
For the quarter ended |
|
|
|
|
July 2, 2021 |
|
June 30, 2020 |
Cash flows from operating activities: |
|
|
|
|
|
|
Net (loss) income |
|
|
|
|
(4,784 |
) |
|
|
2,245 |
|
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities: |
|
|
|
|
|
Depreciation
and amortization |
|
|
|
|
5,939 |
|
|
|
5,325 |
|
Equity-based
compensation expense |
|
|
|
|
805 |
|
|
|
190 |
|
Interest
expense, paid in kind |
|
|
|
|
2,289 |
|
|
|
- |
|
Loss (gain) on sale of property and equipment |
|
|
|
(12 |
) |
|
|
(12 |
) |
Write-off of
deferred financing costs related to debt extinguishment |
|
|
|
|
- |
|
|
|
- |
|
Amortization
of deferred financing costs |
|
|
|
|
13 |
|
|
|
735 |
|
Provision
for bad debts |
|
|
|
|
(322 |
) |
|
|
1,373 |
|
Changes in assets & liabilities: |
|
|
|
|
- |
|
|
|
- |
|
(Increase) decrease in accounts receivable and unbilled
receivable |
|
|
|
(6,812 |
) |
|
|
867 |
|
Decrease in
prepaid expenses |
|
|
|
|
275 |
|
|
|
377 |
|
(Increase)
in other current assets |
|
|
|
|
(166 |
) |
|
|
(507 |
) |
Increase (decrease) in trade accounts payable |
|
|
|
7,089 |
|
|
|
(6,194 |
) |
Increase in
accrued liabilities |
|
|
|
|
377 |
|
|
|
301 |
|
Increase in other current and long-term liabilities |
|
|
|
3,025 |
|
|
|
1,604 |
|
Decrease in
other long-term assets |
|
|
|
|
47 |
|
|
|
18 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
|
7,763 |
|
|
|
6,322 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Purchases of
property and equipment |
|
|
|
|
(756 |
) |
|
|
(1,053 |
) |
Proceeds from disposal of property and equipment |
|
|
|
1 |
|
|
|
- |
|
Purchase of
business, net of cash acquired |
|
|
|
|
(30,902 |
) |
|
|
(248 |
) |
|
|
|
|
|
|
|
Net
cash (used in) investing activities |
|
|
|
|
(31,657 |
) |
|
|
(1,301 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds
from issuance of debt |
|
|
|
|
35,000 |
|
|
|
18,000 |
|
Payment of
loan acquisition costs |
|
|
|
|
(983 |
) |
|
|
(5,620 |
) |
Repayments
of debt |
|
|
|
|
- |
|
|
|
(18,513 |
) |
Net payments
on revolving line of credit |
|
|
|
|
(12,159 |
) |
|
|
- |
|
Proceeds
from issuance of redeemable preferred stock |
|
|
|
|
- |
|
|
|
- |
|
Repayment of
redeemable preferred stock |
|
|
|
|
- |
|
|
|
- |
|
Issuance of
common stock |
|
|
|
|
- |
|
|
|
- |
|
Member
distributions |
|
|
|
|
- |
|
|
|
- |
|
Payment to
shareholders associated with Atlas Business Combination |
|
|
|
|
- |
|
|
|
- |
|
Payment of
redeemable preferred stock dividends |
|
|
|
|
- |
|
|
|
(931 |
) |
Distribution
to non-controlling interests |
|
|
|
|
(779 |
) |
|
|
- |
|
Payment of
contingent earn-out |
|
|
|
|
(1,706 |
) |
|
|
- |
|
Net cash provided by (used in) financing
activities |
|
|
|
19,373 |
|
|
|
(7,064 |
) |
|
|
|
|
|
|
|
Net
change in cash and equivalents |
|
|
|
|
(4,521 |
) |
|
|
(2,043 |
) |
|
|
|
|
|
|
|
Cash
and equivalents - beginning of period |
|
|
|
|
16,327 |
|
|
|
18,924 |
|
|
|
|
|
|
|
|
Cash
and equivalents - end of period |
|
|
|
$ |
11,806 |
|
|
$ |
16,881 |
|
|
|
|
|
|
|
|
Supplemental information: |
|
|
|
|
|
|
Cash paid
during the period for: |
|
|
|
|
|
|
Interest |
|
|
|
$ |
8,174 |
|
|
$ |
5,501 |
|
Taxes |
|
|
|
|
188 |
|
|
|
- |
|
|
|
|
|
|
|
|
Capital
assets financed |
|
|
|
|
- |
|
|
|
(63 |
) |
Contingent
consideration share settled |
|
|
|
|
2,000 |
|
|
|
- |
|
Dividends on
preferred shares accrued and not paid |
|
|
|
|
- |
|
|
|
907 |
|
|
|
|
|
|
|
|
ATLAS TECHNICAL CONSULTANTS, INC., AND
SUBSIDIARIESReconciliation of Gross Revenues to Net
Revenues(unaudited)(Amounts in thousands)
|
|
For the quarter ended |
|
|
July 2, 2021 |
|
June 30, 2020 |
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
Gross Revenue |
$ |
131,562 |
|
|
$ |
112,715 |
|
|
Reimburseable Expenses |
|
(25,241 |
) |
|
|
(21,081 |
) |
|
Revenue Net of Reimburseable
Expenses |
$ |
106,321 |
|
|
$ |
91,634 |
|
|
|
|
|
|
ATLAS TECHNICAL CONSULTANTS, INC., AND
SUBSIDIARIESReconciliation of Net Loss Attributable to Class A
Common Stockholders to Adjusted Net Income Attributable to Class A
Common Stockholders(unaudited)(Amounts in thousands
except per share data)
|
|
For the quarter ended |
|
|
July 2, 2021 |
|
June 30, 2020 |
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
Net loss attributable to Class A common stockholders |
|
$ |
(4,166 |
) |
|
$ |
(407 |
) |
Amortization of intangible assets |
|
|
3,132 |
|
|
|
608 |
|
Write-off of deferred financing costs |
|
|
- |
|
|
|
- |
|
Acquisition costs and other non-recurring charges |
|
|
2,066 |
|
|
|
192 |
|
Fair value adjustment for contingent consideration |
|
|
2,436 |
|
|
|
Income tax expense |
|
|
- |
|
|
|
- |
|
Adjusted net income
attributable to Class A common stockholders |
|
|
3,468 |
|
|
|
393 |
|
|
|
|
|
|
|
|
For the quarter ended |
|
|
July 2, 2021 |
|
June 30, 2020 |
|
|
(Unaudited) |
|
|
|
|
|
Net loss attributable to Class A common stockholders per share |
|
$ |
(0.14 |
) |
|
$ |
(0.07 |
) |
Amortization of intangible assets |
|
|
0.10 |
|
|
|
0.11 |
|
Write-off of deferred financing costs |
|
|
- |
|
|
|
- |
|
Acquisition costs and other non-recurring charges |
|
|
0.07 |
|
|
|
0.03 |
|
Fair value adjustment for contingent consideration |
|
|
0.08 |
|
|
|
Income tax expense |
|
|
- |
|
|
|
- |
|
Adjusted EPS |
|
|
0.11 |
|
|
|
0.07 |
|
|
|
|
|
|
Weighted average of shares
outstanding Class A common shares (basic and diluted): |
|
|
30,634 |
|
|
|
5,767 |
|
|
|
|
|
|
|
|
|
|
ATLAS TECHNICAL CONSULTANTS, INC., AND
SUBSIDIARIESReconciliation of Net (Loss) Income to Adjusted
EBITDA(unaudited)(Amounts in thousands)
|
For the quarter ended |
|
For the six-months ended, |
|
July 2, 2021 |
|
June 30, 2020 |
|
July 2, 2021 |
|
June 30, 2020 |
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Net (loss) income |
$ |
(4,783 |
) |
|
$ |
2,245 |
|
$ |
(19,574 |
) |
|
$ |
(21,324 |
) |
Interest |
|
10,258 |
|
|
|
6,398 |
|
|
33,300 |
|
|
|
12,038 |
|
Taxes |
|
187 |
|
|
|
- |
|
|
187 |
|
|
|
- |
|
Depreciation and amortization |
|
5,939 |
|
|
|
5,325 |
|
|
10,499 |
|
|
|
10,327 |
|
EBITDA |
|
11,601 |
|
|
|
13,968 |
|
|
24,412 |
|
|
|
1,041 |
|
|
|
|
|
|
|
|
|
|
|
Other non-recurring
expenses(1) |
|
2,434 |
|
|
|
1,246 |
|
|
3,700 |
|
|
|
16,678 |
|
Non-cash change in fair value
of contingent consideration |
|
2,823 |
|
|
|
- |
|
|
2,823 |
|
|
|
- |
|
Non-cash equity
compensation(2) |
|
1,300 |
|
|
|
190 |
|
|
1,746 |
|
|
|
10,576 |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
18,158 |
|
|
$ |
15,404 |
|
$ |
32,681 |
|
|
$ |
28,295 |
|
|
|
|
|
|
|
|
|
(1) Includes
professional service-related service fees such as legal,
accounting, tax, valuation and other consulting relating as well as
change in control payments relating to the Atlas Business
Combination. Additionally, it includes other acquisition related
professional fees and other non-operational expenses. |
(2) Includes the
amortization of the unvested portion of our 2017 and 2019
Management Incentive Plan grants that vested immediately upon the
change in control provisions contained within the agreements,
compensation that was earned and accrued for in the three months
ended March 31, 2020 that will be share settled subsequent to June
30, 2020, and the amortization of unvested restricted share units
granted in 2020 and 2021 to key management personnel and our Board
of Directors. |
Contacts:
MediaKarlene
Barron770-314-5270karlene.barron@oneatlas.com
Investor Relations
512-851-1507ir@oneatlas.com
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