Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the
“Company”), a leading infrastructure and environmental services
provider, announced today results for the third quarter ended
September 30, 2022.
Third Quarter 2022
Highlights:(all comparisons versus the prior-year period
unless otherwise noted)
- Gross revenue
grew 17% to $162.1 million, including 10% organic growth. Revenue,
excluding subcontractor costs, grew 15%.
- Gross margin,
excluding subcontractor costs, was 59.5%, up 75 basis points;
operating margin excluding subcontractor costs was 10.8%, up 310
basis points, driven by higher revenues, benefits of scale,
improved pricing, and solid operational execution.
- Net income was
$2.0 million. Adjusted net income (1) was $8.9 million, or $0.23
per share, up 68%, which excludes $6.2 million of amortization of
intangible assets and $0.8 million of non-recurring expenses.
- Adjusted
EBITDA(2) increased 30% to $25.8 million; Adjusted EBITDA margin,
excluding subcontractor costs was a record 20.0%, and up 240 basis
points.
- Backlog reached
another record level at $864 million, up 14% compared to last
year.
“We continue to make excellent progress on our
strategic initiatives, resulting in another quarter of record
operating results, highlighted by 10% organic revenue growth,” said
L. Joe Boyer, Atlas’ Chief Executive Officer. “Our third quarter
results were strong across the board and included record revenue,
margin performance, and backlog. These results are a testament to
the success of our growth strategy and strong market demand for
professional services across the infrastructure and environmental
end-markets we serve. We remain committed to expanding our
technical expertise across the organization, growing our scale, and
attracting world-class talent to strengthen our position as a
preeminent provider of mission-critical services for infrastructure
and environmental markets.”
“Our record backlog and new business activity
highlight the demand for our services and Atlas’ strong market
position,” continued Boyer. “In the third quarter we saw particular
strength in our transportation and government markets, and we
continue to have success winning larger, long-term projects.
Spending in our core infrastructure and environmental markets is
expected to continue to grow in 2023 and beyond, with additional
support from major government spending initiatives including the
Infrastructure Investment and Jobs Act and the Inflation Reduction
Act.”
“Our record third quarter results and strong
year to date performance demonstrate the long-term growth potential
we have at Atlas,” noted Boyer. “We are firmly on track to achieve
our 2022 guidance and have tightened our outlook ranges for revenue
and adjusted EBITDA. Additionally, we are optimistic that our
growth and strong operating performance will continue in 2023 and
beyond.”
Third Quarter 2022 Financial
Performance
Gross revenue in third quarter 2022 was $162.1
million, an increase of $23.4 million, or 16.9% compared to the
prior year period. Gross revenue growth was driven by revenue
synergies created through the cross-selling of technical services,
solid end-market fundamentals, improved pricing, and contributions
from acquisitions. Organic gross revenue growth was 10.3%.
Gross profit increased to $76.8 million,
compared to $66.1 million in the prior year quarter. Gross margin
on gross revenue was 47.4%, compared to 47.7% in the prior year
quarter, due to a higher mix of subcontracted work related to
environmental remediation and transportation projects. Gross
margin, excluding subcontractor costs, was 59.5%, compared to 58.8%
in the prior year quarter due to pricing increases and solid
operational execution.
Operating income was $13.9 million, compared to
$8.6 million in the prior year quarter. Operating margin on gross
revenue was 8.6%, compared to 6.2% in the prior year quarter.
Operating margin, excluding subcontractor costs, was 10.8%,
compared to 7.7% in the prior year quarter due to benefits of
scale, cost controls, and $2.6 million of higher non-recurring
expenses in third quarter 2021.
Net income was $2.0 million, compared to a net
loss of $2.5 million in the prior year quarter. Adjusted net income
(1) was $8.9 million or $0.23 per share, compared to $5.0 million,
or $0.14 per share, in the prior year quarter, mainly due to
improved operating results in the quarter. Adjusted net income
excludes $6.2 million of amortization of intangible assets and $0.8
million of non-recurring expenses.
Adjusted EBITDA was $25.8 million, an increase
of $6.0 million, or 30.3% compared to the prior year period.
Backlog was $864 million, up 1.1% from second
quarter 2022, and up 14.1% compared to the prior year period,
driven by key transportation, government, and power contract wins.
Notifications of pending contract awards were approximately $133
million.
Operating cash flow was a use of $7.7 million in
the quarter, in-line with seasonal patterns when working capital
typically expands and compared to a use of $6.2 million in the
prior year quarter.
Balance Sheet Update
Net leverage (3) at September 30, 2022 was 5.6x,
unchanged from the end of second quarter 2022, and down from 6.4x
at the end of second quarter 2021. The company remains committed to
optimizing its capital structure by generating cash flow from
operations, deleveraging M&A transactions, and continuously
evaluating all options to enhance the balance sheet.
“In-line with typical summer seasonality,
working capital increased in the third quarter, the period where we
see the greatest demand for our services,” said David Quinn, Chief
Financial Officer. “We expect to convert a large portion of this
working capital in the fourth quarter leading to positive cash flow
from operations for the full year.”
Updating Full Year 2022
Outlook
- Gross revenue is
anticipated to be in a range of $590 million to $610 million,
compared to $538.8 million in 2021.
- Adjusted 2022
EBITDA is expected to be in a range of $85 million to $89 million,
compared to $73.2 million in 2021.
(1) 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.(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.(3) Net leverage is bank covenant net leverage
calculated as (debt –cash) / LTM Adj. EBITDA including the pro
forma impact from acquisitions and cost efficiencies.
Webcast and Conference Call
The Company will host a webcast and conference
call on Wednesday, November 9, 2022, at 9:00 a.m. Eastern time
(8:00 a.m. Central time) to review third quarter 2022 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 1-877-300-8521 (Domestic) and 1-412-317-6026
(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 3,500+ 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, 2021 filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 16, 2022, 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, adjusted net income and
adjusted earnings per 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 is useful for investors and others in understanding and
evaluating Atlas’ operations results in the same manner as its
management. However, Adjusted EBITDA is not a financial measure
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 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 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
the after-tax impact of transaction costs and certain other
non-recurring expenses. 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 |
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
ASSETS |
|
|
|
|
|
Current
assets: |
|
|
|
|
|
Cash and equivalents |
|
$ |
9,451 |
|
|
$ |
10,697 |
|
|
Accounts
receivable, net |
|
|
113,287 |
|
|
|
105,362 |
|
|
Unbilled
receivables, net |
|
|
57,245 |
|
|
|
45,924 |
|
|
Prepaid
expenses |
|
|
9,151 |
|
|
|
5,061 |
|
|
Other
current assets |
|
|
3,713 |
|
|
|
4,039 |
|
|
|
|
|
|
|
|
Total
current assets |
|
|
192,847 |
|
|
|
171,083 |
|
|
|
|
|
|
|
|
Property and
equipment, net |
|
|
15,492 |
|
|
|
13,757 |
|
|
Intangible
assets, net |
|
|
130,485 |
|
|
|
107,314 |
|
|
Goodwill |
|
|
132,854 |
|
|
|
124,348 |
|
|
Other
long-term assets |
|
|
57,158 |
|
|
|
4,015 |
|
|
|
|
|
|
|
|
TOTAL
ASSETS |
|
$ |
528,836 |
|
|
$ |
420,517 |
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ DEFICIT |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Trade
accounts payable |
|
$ |
43,422 |
|
|
$ |
42,521 |
|
|
Accrued
liabilities |
|
|
13,142 |
|
|
|
17,124 |
|
|
Current
maturities of long-term debt |
|
|
4,930 |
|
|
|
3,606 |
|
|
Other
current liabilities |
|
|
32,609 |
|
|
|
26,489 |
|
|
|
|
|
|
|
|
Total
current liabilities |
|
|
94,103 |
|
|
|
89,740 |
|
|
|
|
|
|
|
|
Long-term
debt, net of current maturities and loan costs |
|
|
510,369 |
|
|
|
462,193 |
|
|
Other
long-term liabilities |
|
|
49,451 |
|
|
|
20,074 |
|
|
|
|
|
|
|
|
Total
liabilities |
|
|
653,923 |
|
|
|
572,007 |
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES (NOTE 12) |
|
|
|
|
|
|
|
|
|
|
|
Class A
common stock, $.0001 par value, 400,000,000 shares authorized,
37,708,556 and 33,645,212 shares issued and outstanding at
September 30, 2022 and December 31, 2021, respectively |
|
|
4 |
|
|
|
3 |
|
|
Class B
common stock, $.0001 par value, 100,000,000 shares authorized,
1,356,212 and 3,328,101 shares issued and outstanding at September
30, 2022 and December 31, 2021, respectively |
|
|
- |
|
|
|
- |
|
|
Additional
paid in capital |
|
|
(81,765 |
) |
|
|
(102,692 |
) |
|
Non-controlling interest |
|
|
(20,629 |
) |
|
|
(20,210 |
) |
|
Accumulated
other comprehensive income |
|
|
9,321 |
|
|
|
- |
|
|
Retained
deficit |
|
|
(32,018 |
) |
|
|
(28,591 |
) |
|
Total
shareholders’ deficit |
|
|
(125,087 |
) |
|
|
(151,490 |
) |
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND SHAREHOLDERS' DEFICIT |
|
$ |
528,836 |
|
|
$ |
420,517 |
|
|
|
|
|
|
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED STATEMENTS
OF OPERATIONS |
Amounts in
thousands, except per share data |
|
|
|
|
|
|
|
|
|
For the quarters ended |
|
For the nine months ended |
|
|
|
September 30, 2022 |
|
October 1, 2021 |
|
September 30, 2022 |
|
October 1, 2021 |
Revenues |
|
$162,119 |
|
|
$138,719 |
|
|
$453,807 |
|
|
$393,550 |
|
Subcontractor costs |
|
|
|
(33,154 |
) |
|
|
(26,206 |
) |
|
|
(93,025 |
) |
|
|
(73,123 |
) |
Other costs of revenues |
|
|
(52,180 |
) |
|
|
(46,372 |
) |
|
|
(146,714 |
) |
|
|
(132,432 |
) |
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
|
76,785 |
|
|
|
66,141 |
|
|
|
214,068 |
|
|
|
187,995 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Personnel costs and benefits |
|
|
|
(37,254 |
) |
|
|
(35,210 |
) |
|
|
(110,059 |
) |
|
|
(101,731 |
) |
Selling general and administrative |
|
|
(16,832 |
) |
|
|
(16,327 |
) |
|
|
(48,604 |
) |
|
|
(44,379 |
) |
Change in fair value of earnouts |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,823 |
) |
Depreciation and amortization |
|
|
|
(8,821 |
) |
|
|
(5,971 |
) |
|
|
(24,117 |
) |
|
|
(16,471 |
) |
|
|
|
|
|
|
|
|
|
Total
Operating expenses |
|
|
|
(62,907 |
) |
|
|
(57,508 |
) |
|
|
(182,780 |
) |
|
|
(165,404 |
) |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,878 |
|
|
|
8,633 |
|
|
|
31,288 |
|
|
|
22,591 |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(11,502 |
) |
|
|
(10,750 |
) |
|
|
(34,392 |
) |
|
|
(44,050 |
) |
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
2,376 |
|
|
|
(2,117 |
) |
|
|
(3,104 |
) |
|
|
(21,459 |
) |
Income tax expense |
|
|
(392 |
) |
|
|
(409 |
) |
|
|
(742 |
) |
|
|
(641 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
1,984 |
|
|
|
(2,526 |
) |
|
|
(3,846 |
) |
|
|
(22,100 |
) |
|
|
|
|
|
|
|
|
|
Provision for non-controlling interest |
|
|
(79 |
) |
|
|
233 |
|
|
|
419 |
|
|
|
13,019 |
|
|
|
|
|
|
|
|
|
|
Redeemable preferred stock dividends |
|
|
- |
|
|
|
0 |
|
|
|
- |
|
|
|
(5,899 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Class A common stock
shareholders/members |
|
$1,905 |
|
|
($2,293 |
) |
|
($3,427 |
) |
|
($14,980 |
) |
|
|
|
|
|
|
|
|
|
Income (loss) Per Class A Common Share |
|
$0.05 |
|
|
$(0.07 |
) |
|
$(0.10 |
) |
|
$(0.58 |
) |
|
|
|
|
|
|
|
|
|
Weighted average of shares outstanding: |
|
|
|
|
|
|
|
|
Class A common shares (basic and diluted) |
|
|
37,511,678 |
|
|
|
32,826,431 |
|
|
|
35,822,028 |
|
|
|
25,862,913 |
|
|
|
|
|
|
|
|
|
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED STATEMENTS
OF CASH FLOWS |
Amounts in
thousands |
|
|
|
For the three months ended |
|
For the nine months ended |
|
|
|
September 30, 2022 |
|
October 1, 2021 |
|
September 30, 2022 |
|
October 1, 2021 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
$ |
1,984 |
|
|
$ |
(2,526 |
) |
|
$ |
(3,846 |
) |
|
$ |
(22,100 |
) |
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
|
|
8,821 |
|
|
|
5,972 |
|
|
|
24,117 |
|
|
|
16,471 |
|
Equity-based
compensation expense |
|
|
|
2,009 |
|
|
|
1,203 |
|
|
|
4,743 |
|
|
|
2,454 |
|
Interest
expense, paid in kind |
|
|
|
- |
|
|
|
2,383 |
|
|
|
- |
|
|
|
5,536 |
|
Loss on sale
of property and equipment |
|
|
|
- |
|
|
|
33 |
|
|
|
- |
|
|
|
32 |
|
Write-off of
deferred financing costs related to debt extinguishment |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
15,197 |
|
Amortization
of deferred financing costs |
|
|
|
279 |
|
|
|
284 |
|
|
|
837 |
|
|
|
928 |
|
Provision
for bad debts |
|
|
|
- |
|
|
|
108 |
|
|
|
- |
|
|
|
(403 |
) |
Changes in assets & liabilities: |
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable and unbilled receivable |
|
|
|
(4,818 |
) |
|
|
(9,693 |
) |
|
|
(6,567 |
) |
|
|
(6,969 |
) |
(Increase)
decrease in prepaid expenses |
|
|
|
(2,169 |
) |
|
|
786 |
|
|
|
(3,716 |
) |
|
|
(1,630 |
) |
(Increase)
decrease in other current assets |
|
|
|
1,182 |
|
|
|
135 |
|
|
|
334 |
|
|
|
1,721 |
|
(Decrease)
increase in trade accounts payable |
|
|
|
(5,492 |
) |
|
|
625 |
|
|
|
(6,049 |
) |
|
|
2,305 |
|
(Decrease)
increase in accrued liabilities |
|
|
|
(640 |
) |
|
|
(5,034 |
) |
|
|
(9,151 |
) |
|
|
(10,286 |
) |
(Decrease)
increase in other current and long-term liabilities |
|
|
|
(8,594 |
) |
|
|
(559 |
) |
|
|
(14,669 |
) |
|
|
(739 |
) |
(Increase)
decrease in other long-term assets |
|
|
|
(221 |
) |
|
|
81 |
|
|
|
- |
|
|
|
(263 |
) |
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by operating activities |
|
|
|
(7,659 |
) |
|
|
(6,202 |
) |
|
|
(13,967 |
) |
|
|
2,254 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of
property and equipment |
|
|
|
(3,203 |
) |
|
|
(960 |
) |
|
|
(7,283 |
) |
|
|
(2,407 |
) |
Proceeds
from disposal of property and equipment |
|
|
|
- |
|
|
|
15 |
|
|
|
- |
|
|
|
16 |
|
Purchase of
business, net of cash acquired |
|
|
|
(2,262 |
) |
|
|
- |
|
|
|
(27,019 |
) |
|
|
(30,999 |
) |
|
|
|
|
|
|
|
|
|
|
- |
|
Net
cash (used in) investing activities |
|
|
|
(5,465 |
) |
|
|
(945 |
) |
|
|
(34,302 |
) |
|
|
(33,390 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of debt |
|
|
|
- |
|
|
|
- |
|
|
|
26,000 |
|
|
|
496,754 |
|
Payment of
loan acquisition costs |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,543 |
) |
Repayments
of debt |
|
|
|
- |
|
|
|
- |
|
|
|
(2,400 |
) |
|
|
(294,463 |
) |
Net payments
on revolving line of credit |
|
|
|
11,529 |
|
|
|
315 |
|
|
|
25,063 |
|
|
|
(11,844 |
) |
Payment of
contingent earnout |
|
|
|
- |
|
|
|
- |
|
|
|
(1,640 |
) |
|
|
(1,706 |
) |
Distributions to non-controlling interests |
|
|
|
- |
|
|
|
(459 |
) |
|
|
- |
|
|
|
(1,238 |
) |
Payment of
redeemable preferred stock dividends |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,185 |
) |
Repayment of
redeemable preferred stock |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(156,186 |
) |
Net
cash provided by (used in) financing activities |
|
|
|
11,529 |
|
|
|
(144 |
) |
|
|
47,023 |
|
|
|
21,589 |
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash and equivalents |
|
|
|
(1,595 |
) |
|
|
(7,291 |
) |
|
|
(1,246 |
) |
|
|
(9,547 |
) |
|
|
|
|
|
|
|
|
|
|
- |
|
Cash
and equivalents - beginning of period |
|
|
|
11,046 |
|
|
|
11,806 |
|
|
|
10,697 |
|
|
|
14,062 |
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Cash
and equivalents - end of period |
|
|
$ |
9,451 |
|
|
$ |
4,515 |
|
|
$ |
9,451 |
|
|
$ |
4,515 |
|
|
|
|
|
|
|
|
|
|
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED
EBITDA |
Amounts in
thousands |
|
|
|
For the quarters ended |
|
September 30, 2022 |
|
October 1, 2021 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
Net Income
(loss) |
$ |
1,984 |
|
$ |
(2,526 |
) |
Interest |
|
11,502 |
|
|
10,750 |
|
Taxes |
|
392 |
|
|
409 |
|
Depreciation and amortization |
|
8,821 |
|
|
5,972 |
|
EBITDA |
|
22,699 |
|
|
14,605 |
|
|
|
|
|
|
|
|
|
Other
non-recurring expenses(1) |
|
753 |
|
|
3,360 |
|
Non-cash
change in fair value of contingent consideration |
|
- |
|
|
- |
|
Non-cash
equity compensation(2) |
|
2,304 |
|
|
1,801 |
|
Adjusted
EBITDA |
$ |
25,756 |
|
$ |
19,766 |
|
|
|
|
|
|
|
(1) Includes acquisition related professional fees and other
non-recurring legal and professional fees. |
(2) Includes the amortization of unvested restricted share units,
performance share units and stock options granted in 2020, 2021 and
2022 to key management personnel and our compensation to our Board
of Directors. |
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET
INCOME |
Amounts in
thousands |
|
|
For the quarters ended |
|
September 30, 2022 |
|
October 1, 2021 |
|
|
|
(Unaudited) |
|
|
|
|
Net Income (loss) |
$ |
1,984 |
|
$ |
(2,526 |
) |
Amortization of intangible assets |
|
6,193 |
|
|
4,208 |
|
Other non-recurring expenses |
|
753 |
|
|
3,360 |
|
Non-cash change in fair value of contingent consideration |
|
|
|
- |
|
Income tax expense |
|
- |
|
|
- |
|
Adjusted net
income |
$ |
8,930 |
|
$ |
5,042 |
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
Net Income
(loss) |
$ |
0.05 |
|
$ |
(0.07 |
) |
Amortization of intangible assets |
|
0.16 |
|
|
0.11 |
|
Other non-recurring expenses |
|
0.02 |
|
|
0.09 |
|
Non-cash change in fair value of contingent consideration |
|
- |
|
|
- |
|
Income tax expense |
|
- |
|
|
- |
|
Adjusted
EPS |
$ |
0.23 |
|
$ |
0.14 |
|
|
|
|
|
Total shares
outstanding Class A and B common shares (basic and diluted): |
|
39,065 |
|
|
36,973 |
|
|
|
|
|
Contacts:
MediaKarlene
Barron770-314-5270karlene.barron@oneatlas.com
Investor Relations Chase
Jacobson, Vallum Advisors512-851-1507ir@oneatlas.com
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