Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the
“Company”), a leading infrastructure and environmental services
provider, announced today results for the fourth quarter and full
year ended December 30, 2022.
Fourth Quarter 2022
Highlights:(all comparisons versus the prior-year period
unless otherwise noted)
- Gross revenue
grew 4% to $151.0 million.
- Gross margin,
excluding subcontractor costs, was 61.4%, up 400 basis points;
operating margin, excluding subcontractor costs, was 7.5%, up 320
basis points.
- Net loss was
$4.2 million. Adjusted net income (1) was $2.8 million, or $0.07
per share which excludes $2.8 million of amortization of intangible
assets, $2.7 million of non-recurring expenses, and $1.5 million of
non-cash change in fair value of contingent consideration.
- Adjusted
EBITDA(2) increased 15% to $23.8 million; Adjusted EBITDA margin,
excluding subcontractor costs was a record 20.5%, and up 270 basis
points.
- Backlog reached
another record level at $877 million, up 8.5%.
Full Year 2022 Highlights:(all comparisons
versus the prior-year unless otherwise noted)
- Gross revenue of
$604.8 million, compared to $538.8 million in 2021, driven by 7%
organic growth and contributions from 2022 acquisitions.
- Gross margin,
excluding subcontractor costs, was 58.4%, up 10 basis points driven
by improved pricing and strong operational execution; operating
margin, excluding subcontractor costs, was 8.4%, up 210 basis
points.
- Net loss was
$8.1 million. Adjusted net income(1) was $17.2 million, or $0.44
per share which excludes $19.5 million of amortization of
intangible assets, $4.2 million of non-recurring expenses, and $1.5
million of non-cash change in fair value of contingent
consideration.
- Adjusted
EBITDA(2) was up 19.2% to $87.2 million. Adjusted EBITDA margin,
excluding subcontractor costs was a record 18.3%, up 150 basis
points.
“We closed out a strong year with solid fourth
quarter 2022 results, highlighted by 7% organic growth for the full
year, record Adjusted EBITDA margin and 8.5% year-over-year backlog
growth as we continued to benefit from our growth strategy and
favorable end-market dynamics,” said L. Joe Boyer, Atlas’ Chief
Executive Officer.
“In January, we announced that we reached an
agreement to be acquired by GI Partners in an all-cash transaction,
under which all Atlas shareholders will receive $12.25 per share,”
continued Boyer. “We remain committed to serving our customers in
infrastructure and environmental markets across the country by
providing high-quality mission critical services for infrastructure
assets that improve the communities where we live and work.”
Acquisition by GI Partners
On January 30, 2023, the Company entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with private
investors, GI Partners, in an all-cash transaction valued at
approximately $1.05 billion, including outstanding debt. Under the
terms of the merger (the “Merger”) and transactions contemplated by
the Merger Agreement, Atlas shareholders will receive $12.25 per
share in cash, which represents a premium of approximately 124%
over the Company’s unaffected closing share price of $5.47 on
January 30, 2023. Completion of the Merger is subject to the
satisfaction or waiver of certain closing conditions. Upon
completion of the transactions contemplated by the Merger
Agreement, Atlas’ shares will no longer trade on Nasdaq and Atlas
will become a private company.
Given the Company’s pending acquisition by GI
Partners, Atlas is not hosting a conference call to discuss its
fourth quarter 2022 financial results and the Company is no longer
providing financial guidance.
(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.
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. Such forward-looking statements
may include, but are not limited to, statements about the
anticipated benefits of the Merger and the expected timing of the
completion of the Merger. 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, 2022 filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 15, 2023, particularly the “Risk
Factors” section of such report and the factors described below:
(1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; (2) the
risk that the necessary regulatory approvals may not be obtained or
may be obtained subject to conditions that are not anticipated; (3)
risks that any of the closing conditions to the Merger may not be
satisfied or waived in a timely manner (4) the ability to maintain
the listing of the Company’s shares of Class A common stock on
Nasdaq; (5) 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; (6) costs related to
acquisitions; (7) changes in applicable laws or regulations; (8)
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 (9) 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
SUBSIDIARIESCONSOLIDATED BALANCE SHEETS |
(in thousands, except per share data) |
(Unaudited) |
|
|
|
|
|
|
December 30, 2022 |
|
|
|
December 31, 2021 |
|
ASSETS |
|
|
|
|
|
|
|
Current
Assets: |
|
|
|
|
|
|
|
Cash and equivalents |
$ |
5,799 |
|
|
$ |
10,697 |
|
Accounts receivable, net |
|
103,442 |
|
|
|
105,362 |
|
Unbilled receivables, net |
|
57,178 |
|
|
|
45,924 |
|
Prepaid expenses |
|
8,510 |
|
|
|
5,061 |
|
Other current assets |
|
5,826 |
|
|
|
4,039 |
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
180,755 |
|
|
|
171,083 |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
15,028 |
|
|
|
13,757 |
|
Intangible assets, net |
|
114,478 |
|
|
|
107,314 |
|
Goodwill |
|
126,693 |
|
|
|
124,348 |
|
Other long-term assets |
|
50,406 |
|
|
|
4,015 |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
$ |
487,360 |
|
|
$ |
420,517 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' DEFICIT |
|
|
|
|
|
|
|
Current
Liabilities: |
|
|
|
|
|
|
|
Trade accounts payable |
$ |
29,758 |
|
|
$ |
42,521 |
|
Accrued liabilities |
|
7,617 |
|
|
|
17,124 |
|
Current maturities of long-term debt |
|
4,930 |
|
|
|
3,606 |
|
Other current liabilities |
|
36,251 |
|
|
|
26,489 |
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
78,556 |
|
|
|
89,740 |
|
|
|
|
|
|
|
|
|
Long-term debt, net of current maturities and loan costs |
|
499,337 |
|
|
|
462,193 |
|
Other long-term liabilities |
|
35,827 |
|
|
|
20,074 |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
613,720 |
|
|
|
572,007 |
|
|
|
|
|
|
|
|
|
Commitments and
Contingencies: |
|
|
|
|
|
|
|
Class A common stock |
|
4 |
|
|
|
3 |
|
Class B common stock |
|
- |
|
|
|
- |
|
Additional paid in capital |
|
(80,140 |
) |
|
|
(102,692 |
) |
Non-controlling interest |
|
(21,597 |
) |
|
|
(20,210 |
) |
Accumulated other comprehensive income |
|
11,469 |
|
|
|
- |
|
Retained deficit |
|
(36,096 |
) |
|
|
(28,591 |
) |
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS' DEFICIT |
|
(126,360 |
) |
|
|
(151,490 |
) |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT |
$ |
487,360 |
|
|
$ |
420,517 |
|
ATLAS TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES
STATEMENT OF OPERATIONS |
(in thousands, except per share data) |
(Unaudited) |
|
|
|
Three Months Ended |
|
Year Ended |
|
December 30, 2022 |
|
December 31, 2021 |
|
December 30, 2022 |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
Revenues |
$ |
150,958 |
|
|
$ |
145,249 |
|
|
$ |
604,765 |
|
|
$ |
538,799 |
|
Subtractor costs |
|
(34,666 |
) |
|
|
(28,912 |
) |
|
|
(127,691 |
) |
|
|
(102,035 |
) |
Other costs of revenues |
|
(44,850 |
) |
|
|
(49,535 |
) |
|
|
(198,332 |
) |
|
|
(181,967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit |
|
71,442 |
|
|
|
66,802 |
|
|
|
278,742 |
|
|
|
254,797 |
|
|
|
116,292 |
|
|
|
116,337 |
|
|
|
477,074 |
|
|
|
436,764 |
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel costs and benefits |
|
(27,071 |
) |
|
|
(26,881 |
) |
|
|
(137,130 |
) |
|
|
(128,612 |
) |
Selling general and administrative |
|
(29,076 |
) |
|
|
(27,647 |
) |
|
|
(70,912 |
) |
|
|
(72,026 |
) |
Change in fair value of earnouts |
|
1,518 |
|
|
|
- |
|
|
|
1,518 |
|
|
|
(2,823 |
) |
Depreciation and amortization |
|
(8,060 |
) |
|
|
(7,229 |
) |
|
|
(32,177 |
) |
|
|
(23,700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating
expenses |
|
(62,689 |
) |
|
|
(61,757 |
) |
|
|
(238,701 |
) |
|
|
(227,161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income |
|
8,753 |
|
|
|
5,045 |
|
|
|
40,041 |
|
|
|
27,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(11,971 |
) |
|
|
(10,767 |
) |
|
|
(46,363 |
) |
|
|
(54,817 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes |
|
(3,218 |
) |
|
|
(5,722 |
) |
|
|
(6,322 |
) |
|
|
(27,181 |
) |
Income tax expense |
|
(1,006 |
) |
|
|
(1,883 |
) |
|
|
(1,748 |
) |
|
|
(2,524 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
income |
|
(4,224 |
) |
|
|
(7,605 |
) |
|
|
(8,070 |
) |
|
|
(29,705 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for non-controlling
interest |
|
146 |
|
|
|
197 |
|
|
|
565 |
|
|
|
13,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable preferred stock
dividends |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,899 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
attributable to Class A common stock
shareholders/members |
$ |
(4,078 |
) |
|
$ |
(7,408 |
) |
|
$ |
(7,505 |
) |
|
$ |
(22,388 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Per Class A Common
Share |
$ |
(0.11 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.21 |
) |
|
$ |
(0.81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of
shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares (basic and diluted) |
|
37,774,971 |
|
|
|
33,630,586 |
|
|
|
36,308,926 |
|
|
|
27,799,511 |
|
ATLAS TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIESSTATEMENT
OF CASH FLOWS |
(in thousands, except per share data) |
(Unaudited) |
|
|
|
For the three months ended |
|
For the year ended |
|
|
December 30,2022 |
|
December 31,2021 |
|
December 30,2022 |
|
December 31,2021 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(4,224 |
) |
|
$ |
(7,605 |
) |
|
$ |
(8,070 |
) |
|
$ |
(29,705 |
) |
Adjustments to
reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization |
|
|
8,060 |
|
|
|
7,208 |
|
|
|
32,177 |
|
|
|
23,679 |
|
Equity-based compensation
expense |
|
|
2,661 |
|
|
|
1,173 |
|
|
|
7,404 |
|
|
|
3,627 |
|
Interest expense, paid in
kind |
|
|
2,460 |
|
|
|
856 |
|
|
|
2,460 |
|
|
|
6,392 |
|
Gain on sale of property and
equipment |
|
|
(365 |
) |
|
|
(53 |
) |
|
|
(365 |
) |
|
|
(21 |
) |
Write-off of deferred
financing costs related to debt extinguishment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
15,197 |
|
Amortization of deferred
financing costs |
|
|
455 |
|
|
|
320 |
|
|
|
1,292 |
|
|
|
1,248 |
|
Provision for bad debts |
|
|
1,014 |
|
|
|
439 |
|
|
|
1,014 |
|
|
|
36 |
|
Changes in assets
& liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in
accounts receivable and unbilled receivable |
|
|
9,106 |
|
|
|
4,340 |
|
|
|
2,539 |
|
|
|
(2,629 |
) |
Decrease (increase) in prepaid
expenses |
|
|
(3,341 |
) |
|
|
107 |
|
|
|
(7,057 |
) |
|
|
(1,523 |
) |
Increase in other current
assets |
|
|
(1,814 |
) |
|
|
(1,908 |
) |
|
|
(1,480 |
) |
|
|
(187 |
) |
Increase in trade accounts
payable |
|
|
(7,281 |
) |
|
|
10,956 |
|
|
|
(13,330 |
) |
|
|
13,261 |
|
Increase (decrease) in accrued
liabilities |
|
|
(3,590 |
) |
|
|
6,966 |
|
|
|
(12,741 |
) |
|
|
(3,320 |
) |
Increase (decrease) in other
current and long-term liabilities |
|
|
13,201 |
|
|
|
3,545 |
|
|
|
(1,468 |
) |
|
|
2,806 |
|
Decrease in other long-term
assets |
|
|
(177 |
) |
|
|
506 |
|
|
|
(177 |
) |
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
operating activities |
|
|
16,165 |
|
|
|
26,850 |
|
|
|
2,198 |
|
|
|
29,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and
equipment |
|
|
(1,127 |
) |
|
|
(1,549 |
) |
|
|
(8,410 |
) |
|
|
(3,956 |
) |
Proceeds from disposal of
property and equipment |
|
|
440 |
|
|
|
62 |
|
|
|
440 |
|
|
|
78 |
|
Purchase of business, net of
cash acquired |
|
|
(3,131 |
) |
|
|
(1,670 |
) |
|
|
(30,150 |
) |
|
|
(32,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in
investing activities |
|
|
(3,818 |
) |
|
|
(3,157 |
) |
|
|
(38,120 |
) |
|
|
(36,547 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of
debt |
|
|
- |
|
|
|
- |
|
|
|
26,000 |
|
|
|
496,754 |
|
Payment of loan acquisition
costs |
|
|
(650 |
) |
|
|
(46 |
) |
|
|
(650 |
) |
|
|
(8,589 |
) |
Repayments of debt |
|
|
(1,232 |
) |
|
|
- |
|
|
|
(3,632 |
) |
|
|
(294,463 |
) |
Net (proceeds) payments on
revolving line of credit |
|
|
(12,065 |
) |
|
|
(17,916 |
) |
|
|
12,998 |
|
|
|
(29,760 |
) |
Payment of contingent
earnout |
|
|
(1,230 |
) |
|
|
- |
|
|
|
(2,870 |
) |
|
|
(1,706 |
) |
Distributions to
non-controlling interests |
|
|
(822 |
) |
|
|
451 |
|
|
|
(822 |
) |
|
|
(787 |
) |
Payment of redeemable
preferred stock dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,185 |
) |
Repayment of redeemable
preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(156,186 |
) |
Net cash (used in)
provided by financing activities |
|
|
(15,999 |
) |
|
|
(17,511 |
) |
|
|
31,024 |
|
|
|
4,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and
equivalents |
|
|
(3,652 |
) |
|
|
6,182 |
|
|
|
(4,898 |
) |
|
|
(3,365 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
Cash and equivalents -
beginning of period |
|
|
9,451 |
|
|
|
4,515 |
|
|
|
10,697 |
|
|
|
14,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents -
end of period |
|
$ |
5,799 |
|
|
$ |
10,697 |
|
|
$ |
5,799 |
|
|
$ |
10,697 |
|
ATLAS
TECHNICAL CONSULTANTS, INC. AND SUBSIDIARIES UNAUDITED
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED
EBITDA |
Amounts in
thousands |
|
|
|
|
|
For the quarters ended |
|
|
December 30, 2022 |
|
|
December 31, 2021 |
|
|
(Unaudited) |
|
|
|
Net Income (loss) |
|
$ |
(4,224 |
) |
|
$ |
(7,605 |
) |
Interest |
|
|
11,971 |
|
|
|
10,767 |
|
Taxes |
|
|
1,006 |
|
|
|
1,883 |
|
Depreciation and amortization |
|
|
8,860 |
|
|
|
7,208 |
|
EBITDA |
|
|
17,613 |
|
|
|
12,253 |
|
|
|
|
|
|
|
|
|
|
|
Other
non-recurring expenses(1) |
|
|
2,694 |
|
|
|
3,085 |
|
Non-cash
change in fair value of contingent consideration |
|
|
1,518 |
|
|
|
3,028 |
|
Non-cash
equity compensation(2) |
|
|
2,001 |
|
|
|
2,300 |
|
Adjusted
EBITDA |
|
$ |
23,826 |
|
|
$ |
20,666 |
|
|
|
|
|
|
(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 |
|
|
December 30, 2022 |
|
December 31, 2021 |
|
|
(Unaudited) |
|
|
|
|
|
Net Income (loss) |
|
$ |
(4,224 |
) |
|
$ |
(7,605 |
) |
Amortization of intangible assets |
|
|
2,810 |
|
|
|
4,300 |
|
Other non-recurring expenses |
|
|
2,694 |
|
|
|
3,085 |
|
Non-cash change in fair value of contingent consideration |
|
|
1,518 |
|
|
|
3,028 |
|
Income tax expense |
|
|
- |
|
|
|
- |
|
Adjusted net
income |
|
$ |
2,798 |
|
|
$ |
2,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
Net Income
(loss) |
|
$ |
(0.11 |
) |
|
$ |
(0.21 |
) |
Amortization of intangible assets |
|
|
0.07 |
|
|
|
0.12 |
|
Other non-recurring expenses |
|
|
0.07 |
|
|
|
0.08 |
|
Non-cash change in fair value of contingent consideration |
|
|
0.04 |
|
|
|
0.08 |
|
Income tax expense |
|
|
- |
|
|
|
- |
|
Adjusted
EPS |
|
$ |
0.07 |
|
|
$ |
0.08 |
|
|
|
|
|
|
Total shares
outstanding Class A and B common shares (basic and diluted): |
|
|
39,179 |
|
|
|
36,973 |
|
|
|
|
|
|
Contacts:
MediaKarlene
Barron770-314-5270karlene.barron@oneatlas.com
Investor Relations
512-851-1507ir@oneatlas.com
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