Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the
“Company”), a leading Infrastructure and Environmental solutions
provider, announced today results for the third quarter ended
October 1, 2021.
Third Quarter 2021
Highlights:
- Gross revenue
grew 15.1% to $138.7 million, compared to $120.5 million in the
prior-year quarter. Revenue growth was driven by the cross-selling
of expanded services from core businesses combined with recent
acquisitions and solid operational execution.
- Net revenue(1)
rose 15.0% to $112.5 million, compared to $97.9 million in the
prior-year quarter. Net revenue was approximately 81% of gross
revenue, reflecting ongoing strategic efforts to increase
self-performance and enhance margins.
- Net loss
attributable to Class A common shares was $2.3 million, or $0.07
per Class A share, compared to a net loss of $0.9 million, or $0.16
per Class A share in the prior-year quarter.
- Adjusted net
income(2) was $4.6 million, or $0.14 per Class A share, compared to
$1.0 million, or $0.18 per Class A share in the prior year quarter.
Adjusted net income excludes $3.1 million of acquisition and other
non-operational expenses and noncash adjustments of $3.8 million
for the amortization of intangible assets.
- Adjusted
EBITDA(3) increased 4.1% to $19.8 million, compared to $19.0
million in the prior-year quarter, and represented 17.6% of net
revenue. The increase was driven by higher revenues, both organic
and from recent acquisitions, which offset higher expenses,
primarily labor-related, as well as shifts in project mix during
the quarter.
- Backlog achieved
another new record high at $757 million, driven by key
infrastructure and environmental related contract wins that offset
what is historically the company’s highest quarter of backlog burn.
In addition, notifications of pending contract awards remain robust
at approximately $175 million including several individually large
awards positioning the company for a significant increase in new
work into 2022 and beyond. The Company expects projects funded by
new Federal Infrastructure spending will likely commence in the
second half of 2022 and continue for several years thereafter.
L. Joe Boyer, Atlas’ Chief Executive Officer,
stated, “It’s a testament to the efforts of all our team members
that we were able to continue our bookings, backlog and revenue
growth while achieving strong financial results. Common to our
industry, the economy-wide labor pressures impacted our margins in
the short term as cost recovery programs included in many of our
contracts in the form of pricing increases, will take effect
prospectively in the fourth quarter of 2021 and beyond. I am
encouraged by our record backlog fueled by new major infrastructure
and environmental related contracts. The momentum in winning larger
projects continues to increase, including our recent $15 million
contract to provide design quality assurance professional services
for the TxDOT I-35 Northeast Expansion (NEX) project. The
anticipated enactment of the $1.2 trillion US infrastructure bill
provides us with an opportunity to leverage our strong foundation
of technical expertise and innovative solutions to capture
additional market share. I am highly optimistic about our future
growth in 2022 and ability for us to deliver long-term value for
all of our stakeholders.”
Full Year 2021 and Preliminary 2022
Outlook Update
- Gross revenue is
anticipated to be in a range of $530 million to $540 million, with
net revenue and self-performance continuing to be an area of focus
for margin enhancement. The revenue outlook reflects the continued
strength of our backlog and management’s current visibility on the
timing of work through year-end.
- Adjusted 2021
EBITDA is expected to remain within the previous guidance range of
$73 million to $80 million although the Company now expects
Adjusted EBITDA to be near the low end of the range primarily due
to industry-wide labor inflationary pressures noted above.
- Based on our existing backlog,
notifications of pending contract awards, and the strong
environmental and infrastructure markets, we expect 2022 adjusted
EBITDA to grow in the low-to-mid teen percent range.
David D. Quinn, Sr., Chief Financial Officer,
concluded, "Growing our business both organically and through
deleveraging M&A, along with continuously strengthening our
balance sheet remains our primary focus. Many of our contracts
allow for periodic prospective rate adjustments, including several
that become effective in the fourth quarter, which we expect to
help ease labor related margin pressure impacting our industry.
Following a build in working capital during the third quarter, we
continue to expect strong cash flows in the fourth quarter that
will further enhance liquidity into year end. Sustained growth,
deleveraging acquisitions and strict capital management support our
goal to achieve a net leverage(4) below 3.0x longer term.”
(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, November 15, 2021, at 5:00 p.m. Eastern time (4:00
p.m. Central time) to review third 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 Infrastructure and Environmental Solutions. We
partner with our clients to improve performance and extend
lifecycle of built and natural infrastructure assets stressed by
climate, health, and economic impacts. With 3,600+ employees
nationwide, Atlas brings deep technical expertise to public- and
private-sector clients, integrating services across four primary
disciplines: Environmental; Testing, Inspection and Certification;
Engineering & Design; and Program, Construction, and Quality
Management. To learn more about Atlas innovations for
transportation, commercial, water, government, education, and
industrial markets, visit 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 |
|
|
October 1, 2021 |
|
December 31, 2020 |
ASSETS |
|
|
|
|
Current
assets: |
|
|
|
|
Cash and equivalents |
|
$ |
4,515 |
|
|
$ |
14,062 |
|
Accounts
receivable, net |
|
|
109,897 |
|
|
|
99,822 |
|
Unbilled
receivables, net |
|
|
46,168 |
|
|
|
38,350 |
|
Prepaid
expenses |
|
|
6,190 |
|
|
|
5,874 |
|
Other
current assets |
|
|
2,881 |
|
|
|
4,557 |
|
|
|
|
|
|
Total
current assets |
|
|
169,651 |
|
|
|
162,665 |
|
|
|
|
|
|
Property and
equipment, net |
|
|
13,059 |
|
|
|
14,134 |
|
Intangible
assets, net |
|
|
111,615 |
|
|
|
86,008 |
|
Goodwill |
|
|
121,291 |
|
|
|
109,001 |
|
Other
long-term assets |
|
|
4,521 |
|
|
|
4,254 |
|
|
|
|
|
|
TOTAL
ASSETS |
|
$ |
420,137 |
|
|
$ |
376,062 |
|
|
|
|
|
|
LIABILITIES,
REDEEMABLE PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY |
|
|
|
|
Current
liabilities: |
|
|
|
|
Trade
accounts payable |
|
$ |
31,265 |
|
|
$ |
28,456 |
|
Accrued
liabilities |
|
|
10,279 |
|
|
|
15,011 |
|
Current
maturities of long-term debt |
|
|
2,401 |
|
|
|
14,050 |
|
Other
current liabilities |
|
|
22,503 |
|
|
|
12,036 |
|
|
|
|
|
|
Total
current liabilities |
|
|
66,448 |
|
|
|
69,553 |
|
|
|
|
|
|
Long-term
debt, net of current maturities and loan costs |
|
|
480,184 |
|
|
|
264,970 |
|
Other
long-term liabilities |
|
|
18,428 |
|
|
|
24,296 |
|
|
|
|
|
|
Total
liabilities |
|
|
565,060 |
|
|
|
358,819 |
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES (NOTE 13) |
|
|
|
|
|
|
|
|
|
Redeemable
preferred stock |
|
|
- |
|
|
|
151,391 |
|
|
|
|
|
|
Class A
common stock, $.0001 par value, 400,000,000 shares authorized,
33,620,212 shares issued and outstanding at October 1, 2021 |
|
|
- |
|
|
|
1 |
|
Class B
common stock, $.0001 par value, 3,353,101 shares authorized,
3,353,101 shares issued and outstanding at October 1, 2021 |
|
|
3 |
|
|
|
2 |
|
Additional
paid in capital |
|
|
(106,388 |
) |
|
|
(37,382 |
) |
Non-controlling interest |
|
|
(17,356 |
) |
|
|
(90,566 |
) |
Retained
(deficit) |
|
|
(21,182 |
) |
|
|
(6,203 |
) |
Total
shareholders’ equity |
|
|
(144,923 |
) |
|
|
(134,148 |
) |
|
|
|
|
|
TOTAL
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS'
EQUITY |
|
$ |
420,137 |
|
|
$ |
376,062 |
|
|
|
|
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED STATEMENTS
OF OPERATIONS |
Amounts in
thousands, except per share data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended, |
|
Nine months ended, |
|
|
|
|
October 1, 2021 |
|
September 30, 2020 |
|
October 1, 2021 |
|
September 30, 2020 |
|
Revenues |
|
$ |
138,719 |
|
|
$ |
120,486 |
|
|
$ |
393,550 |
|
|
$ |
342,503 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
(72,578 |
) |
|
|
(62,229 |
) |
|
|
(205,555 |
) |
|
|
(179,840 |
) |
|
Operating expenses |
|
|
(57,508 |
) |
|
|
(51,386 |
) |
|
|
(165,404 |
) |
|
|
(165,078 |
) |
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
|
8,633 |
|
|
|
6,871 |
|
|
|
22,591 |
|
|
|
(2,415 |
) |
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(10,750 |
) |
|
|
(6,310 |
) |
|
|
(44,050 |
) |
|
|
(18,349 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(2,117 |
) |
|
|
561 |
|
|
|
(21,459 |
) |
|
|
(20,764 |
) |
|
Income tax expense |
|
|
(409 |
) |
|
|
- |
|
|
|
(641 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(2,526 |
) |
|
|
561 |
|
|
|
(22,100 |
) |
|
|
(20,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
Provision for non-controlling interest |
|
|
233 |
|
|
|
3,003 |
|
|
|
13,019 |
|
|
|
8,144 |
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable preferred stock dividends |
|
|
- |
|
|
|
(4,501 |
) |
|
|
(5,899 |
) |
|
|
(11,277 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net (loss) attributable to Class A common stock
shareholders/members |
|
($ |
2,293 |
) |
|
($ |
937 |
) |
|
($ |
14,980 |
) |
|
($ |
23,897 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Loss) Per Class A Common Share |
|
$ |
(0.07 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.58 |
) |
|
$ |
(0.49 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average of shares outstanding: |
|
|
|
|
|
|
|
|
|
Class A common shares (basic and diluted) |
|
|
32,826,431 |
|
|
|
5,774,872 |
|
|
|
25,862,913 |
|
|
|
5,770,411 |
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED STATEMENTS
OF CASH FLOWS |
Amounts in
thousands |
|
For the nine months ended |
|
|
October 1, 2021 |
|
September 30, 2020 |
|
Cash flows from operating activities: |
|
|
|
|
Net (loss) income |
$ |
(22,100 |
) |
|
$ |
(20,764 |
) |
|
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities: |
|
|
|
|
Depreciation
and amortization |
|
16,471 |
|
|
|
15,470 |
|
|
Equity-based
compensation expense |
|
2,454 |
|
|
|
10,415 |
|
|
Interest
expense, paid in kind |
|
5,536 |
|
|
|
- |
|
|
Loss on sale
of property and equipment |
|
32 |
|
|
|
18 |
|
|
Write-off of
deferred financing costs related to debt extinguishment |
|
15,197 |
|
|
|
1,712 |
|
|
|
|
|
|
|
|
|
|
|
Amortization
of deferred financing costs |
|
928 |
|
|
|
1,740 |
|
|
Provision
for bad debts |
|
(403 |
) |
|
|
1,081 |
|
|
Changes in assets & liabilities: |
|
|
|
|
(Increase)
in accounts receivable and unbilled receivable |
|
(6,969 |
) |
|
|
(2,259 |
) |
|
Decrease
(increase) in prepaid expenses |
|
(1,630 |
) |
|
|
209 |
|
|
Decrease
(increase) in other current assets |
|
1,721 |
|
|
|
(1,625 |
) |
|
Increase in
trade accounts payable |
|
2,305 |
|
|
|
(6,353 |
) |
|
(Decrease)
increase in accrued liabilities |
|
(10,286 |
) |
|
|
4,358 |
|
|
(Decrease)
increase in other current and long-term liabilities |
|
(739 |
) |
|
|
6,147 |
|
|
Decrease
(increase) in other long-term assets |
|
(263 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
Net
cash provided by operating activities |
|
2,254 |
|
|
|
10,125 |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
Purchases of
property and equipment |
|
(2,407 |
) |
|
|
(2,743 |
) |
|
Proceeds
from disposal of property and equipment |
|
16 |
|
|
|
224 |
|
|
Purchase of
business, net of cash acquired |
|
(30,999 |
) |
|
|
(12,394 |
) |
|
|
|
|
|
|
Net
cash (used in) investing activities |
|
(33,390 |
) |
|
|
(14,913 |
) |
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
Proceeds
from issuance of debt |
|
496,754 |
|
|
|
327,000 |
|
|
Payment of
loan acquisition costs |
|
(8,543 |
) |
|
|
(17,767 |
) |
|
Repayments
of debt |
|
(294,463 |
) |
|
|
(212,170 |
) |
|
Net payments
on revolving line of credit |
|
(11,844 |
) |
|
|
- |
|
|
Proceeds
from issuance of redeemable preferred stock |
|
- |
|
|
|
141,840 |
|
|
Repayment of
redeemable preferred stock |
|
(156,186 |
) |
|
|
- |
|
|
Issuance of
common stock |
|
- |
|
|
|
10,229 |
|
|
Member
distributions |
|
- |
|
|
|
(21,830 |
) |
|
Payment to
shareholders associated with Atlas Business Combination |
|
- |
|
|
|
(226,318 |
) |
|
Payment of
redeemable preferred stock dividends |
|
(1,185 |
) |
|
|
(4,583 |
) |
|
Distribution
to non-controlling interests |
|
(1,238 |
) |
|
|
(163 |
) |
|
Payment of
contingent earn-out |
|
(1,706 |
) |
|
|
|
Net
cash (used in) financing activities |
|
21,589 |
|
|
|
(3,762 |
) |
|
|
|
|
|
|
Net
change in cash and equivalents |
|
(9,547 |
) |
|
|
(8,550 |
) |
|
|
|
|
|
|
Cash
and equivalents - beginning of period |
|
14,062 |
|
|
|
20,185 |
|
|
|
|
|
|
|
Cash
and equivalents - end of period |
$ |
4,515 |
|
|
$ |
11,635 |
|
|
|
|
|
|
|
Supplemental information: |
|
|
|
|
Cash paid
during the period for: |
|
|
|
|
Interest |
$ |
21,950 |
|
|
$ |
14,873 |
|
|
Taxes |
|
641 |
|
|
|
- |
|
|
|
|
|
|
|
Capital
assets financed |
|
297 |
|
|
|
123 |
|
|
Contingent
consideration share settled |
|
2,000 |
|
|
|
1,060 |
|
|
|
|
|
|
|
ATLAS TECHNICAL CONSULTANTS, INC., AND
SUBSIDIARIESReconciliation of Gross Revenues to Net
Revenues(unaudited)(Amounts in thousands)
|
For the quarter ended |
|
For the nine-months ended, |
|
October 1, 2021 |
|
September 30, 2020 |
|
October 1, 2021 |
|
September 30, 2020 |
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
Gross Revenue |
$ |
138,719 |
|
|
$ |
120,486 |
|
|
$ |
393,550 |
|
|
$ |
342,503 |
|
Reimburseable Expenses |
|
(26,206 |
) |
|
|
(22,629 |
) |
|
|
(73,123 |
) |
|
|
(62,550 |
) |
Revenue Net of Reimburseable
Expenses |
$ |
112,513 |
|
|
$ |
97,857 |
|
|
$ |
320,427 |
|
|
$ |
279,953 |
|
|
|
|
|
|
|
|
|
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 |
|
|
October 1, 2021 |
|
September 30, 2020 |
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
Net loss attributable to Class A common stockholders |
|
$ |
(2,293 |
) |
|
$ |
(937 |
) |
Amortization of intangible assets |
|
|
3,829 |
|
|
|
722 |
|
Write-off of deferred financing costs |
|
|
- |
|
|
|
- |
|
Acquisition costs and other non-recurring charges |
|
|
3,058 |
|
|
|
1,234 |
|
Fair value adjustment for contingent consideration |
|
|
- |
|
|
|
- |
|
Income tax expense |
|
|
- |
|
|
|
- |
|
Adjusted net income
attributable to Class A common stockholders |
|
$ |
4,594 |
|
|
$ |
1,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended |
|
|
October 1, 2021 |
|
September 30, 2020 |
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
Net loss attributable to Class
A common stockholders per share |
|
$ |
(0.07 |
) |
|
$ |
(0.16 |
) |
Amortization of intangible assets |
|
|
0.11 |
|
|
|
0.13 |
|
Write-off of deferred financing costs |
|
|
- |
|
|
|
- |
|
Acquisition costs and other non-recurring charges |
|
|
0.09 |
|
|
|
0.21 |
|
Fair value adjustment for contingent consideration |
|
|
- |
|
|
|
- |
|
Income tax expense |
|
|
- |
|
|
|
- |
|
Adjusted EPS |
|
$ |
0.14 |
|
|
$ |
0.18 |
|
|
|
|
|
|
Weighted averag of shares
outstanding Class A common shares (basic and diluted): |
|
|
33,826 |
|
|
|
5,767 |
|
|
|
|
|
|
ATLAS TECHNICAL CONSULTANTS, INC., AND
SUBSIDIARIES Reconciliation of Net (Loss) Income to Adjusted EBITDA
(unaudited) (Amounts in thousands)
|
For the quarter ended |
|
For the nine-months ended, |
|
October 1, 2021 |
|
September 30, 2020 |
|
October 1, 2021 |
|
September 30, 2020 |
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
Net (loss) attributable to class A common stockholders |
$ |
(2,293 |
) |
|
$ |
(937 |
) |
|
$ |
(14,980 |
) |
|
$ |
(23,897 |
) |
Provision for non-controlling interest and preferred dividends |
|
(233 |
) |
|
|
1,498 |
|
|
|
(7,120 |
) |
|
|
3,133 |
|
Interest |
|
10,750 |
|
|
|
6,310 |
|
|
|
44,050 |
|
|
|
18,349 |
|
Taxes |
|
409 |
|
|
|
- |
|
|
|
641 |
|
|
|
- |
|
Depreciation and amortization |
|
5,972 |
|
|
|
5,243 |
|
|
|
16,471 |
|
|
|
15,470 |
|
EBITDA |
|
14,605 |
|
|
|
12,114 |
|
|
|
39,062 |
|
|
|
13,055 |
|
|
|
|
|
|
|
|
|
EBITDA for acquired business
prior to Acquisition Date(1) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
800 |
|
Other non-recurring
expenses(2) |
|
3,360 |
|
|
|
6,495 |
|
|
|
7,060 |
|
|
|
22,395 |
|
Non-cash change in fair value
of contingent consideration |
|
- |
|
|
|
- |
|
|
|
2,823 |
|
|
|
- |
|
Non-cash equity
compensation(3) |
|
1,801 |
|
|
|
380 |
|
|
|
3,547 |
|
|
|
10,995 |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
19,766 |
|
|
$ |
18,989 |
|
|
$ |
52,492 |
|
|
$ |
47,245 |
|
|
|
|
|
|
|
|
|
(1) Includes the
EBITDA of LONG (which we acquired in February 2020) for the period
January 1, 2020 through the date of the acquisition. |
(2) 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-recurring expenses. Amount also
includes costs related to the COVID-19 pandemic. |
(3) 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:
Media Karlene
Barron770-314-5270karlene.barron@oneatlas.com
Investor Relations Rodny
Nacier, ICR Inc. 512-851-1507ir@oneatlas.com
Atlas Technical Consulta... (NASDAQ:ATCX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Atlas Technical Consulta... (NASDAQ:ATCX)
Historical Stock Chart
From Sep 2023 to Sep 2024