Atlas Critical Minerals Corporation

to update publicly any forward-looking statements. In addition, we will be discussing or providing certain non-GAAP financial measures today, including adjusted EBITDA and adjusted EBITDA margins. Please see our release and filings for reconciliation of these non-GAAP measures to their most directly comparable GAAP measure. Moving to our agenda on slide three, I am joined today by our Chief Executive Officer, Joe Boyer, who will run through a business overview and operating update. I will follow with the discussion about financials and our improved outlook before we open up the call for questions. At this point, I will turn it over to Joe to pick up on slide four.

Joe Boyer Good afternoon, and thank you for joining us. As this pandemic continues, I hope you and your families are staying safe and healthy. I would also like to again recognize the Atlas team and thank each and every one of them for their continued commitment and dedication during the challenges of these past several months. The safety of our employees and surrounding communities remains our top priority and continues to guide our operating strategy. So moving to slide five, please. Our third quarter results reinforce our excitement about our purpose-built business that results in Atlas being a resilient leader in non-discretionary compliance-driven infrastructure services. Our strong third quarter results were in line with our expectations and showed a continuation of positive market momentum since mid-year, as well as super-execution by the entire Atlas team. we produced gross revenue of $120.5 million with stronger revenues on our infrastructure-focused business. The weighting of our business towards the Sunshine States and our transportation focus are driving a combined benefit from rapidly growing states that are not only increasing their infrastructure spending, but also outsourcing more work. These mission-critical services in this end market allowed us to partially offset the impact of COVID-19-related disruptions in our private sector work. Our net revenue performance in excess of 80% of our gross revenues continues to demonstrate the success of our strategy of self-performing more work and cross-selling all of our services across our client network. A higher mix of self-performance provides margin-enhancing opportunities to our business. Along with tight management of staff utilization and quick implementation of overhead controls, we were able to generate $19 million of adjusted EBITDA at a margin over 19% of net revenue. All of these favorable trends support our improved 2020 adjusted EBITDA outlook. Our M&A pipeline remains strong, and we're executing on our deleveraging M&A strategy as an acquirer of choice. Our three announced acquisitions this year add to our geographic and service line expansion. More importantly, the deals are accretive to our earnings and structured in a way that reduces net leverage on our balance sheet. This deleveraging benefit is important to us because we're very focused on improving our capital structure. We took a major step down that path with our recently announced Warren Exchange tender offer, which will produce a substantial increase in the free float of our stock upon completion later this month. Now turning to the current market landscape, can I please refer you to slide six? We are pleased with the resiliency and performance of our business during these times. As I mentioned earlier, the nature of our mission-critical services as well as our in-market mix has allowed Atlas to respond very well to the COVID-19 complexities. Our government-based business, particularly in our transportation work, showed growth over the prior year period. We expect this trend to continue and to help offset the pressure points in our private sector work, where inconsistent shelter-in-place orders throughout the US and commercial project impacts have slowed the timing of some work. The impact of shutdowns is most pronounced in the Northeast and Northern California, resulting in delays in our commercial sector. On a more positive note, Previously delayed projects are increasingly starting or resuming work, and we are seeing sequential quarterly improvements in our revenue trends. It is important to note that we have not experienced material project or contract cancellations, and we have fortunately continued to win projects in both the commercial and government sectors. I'll expand on that point. Moving to backlog and key project wins on slide seven, please. We've had another solid quarter of winning our share of projects and contracts throughout our regions. Demand conditions continue to remain strong, propelled by regulatory compliance-driven essential services as well as the upward trend of municipalities and state agencies outsourcing program management and other quality assurance services to private companies like Atlas. In addition, with approximately half of our business being government-based, And due to our long-term client relationships, we see stability and predictability in our revenue streams throughout these complex times. We've provided a summary of a few select wins over the quarter. Two key tenets of our organic growth strategy are providing more services to existing clients and pursuing larger projects, which we define as projects that are greater than $5 million in revenue. Our growing scale and becoming a public company are helping on both fronts. Gwinnett County in Georgia has been our customer for more than 30 years, and in September, they selected us for a $7 million contract to provide comprehensive transportation program management services, which is renewable for an additional four years. During the quarter, we also continue to win environmental service projects, which represent a sizable portion of our work. In August, Engineering News Record Magazine named Atlas among the top 10 firms in the environmental management market segment, as measured by revenues in compliance, due diligence, audits, and information technology in the environmental space. Overall, we continue to take advantage of our strong qualifications, our national scale, and depth of resources to continue to win more marquee projects and contract awards, which are added to our record backlog of $638 million, including $29 million from the recently completed acquisition of AltaVista. Our backlog now represents roughly 140 percent coverage of our guided gross revenue for 2020. Moving to slide eight, please. In addition to organic momentum, We also continue to execute accretive and tuck-in acquisitions that deepen our technical capabilities and expand our client base while also deleveraging our balance sheet. Our acquisition of Long Engineering in February is performing well and ahead of budget while also helping us to expand transportation services into Alabama and Georgia. In September, we're pleased to close our acquisition of AltaVista expanding the size and the scale of our transportation services in California. The initial integration is progressing very well, and we couldn't be more excited to officially welcome these high-quality professionals to the Atlas family. Our definitive agreement to acquire West Test is poised to add another solid leading regional firm to further strengthen our transportation and infrastructure services in our central region. All three of these acquisitions possess the key elements of what we're looking for in our M&A strategy. They're infrastructure-focused with a range of highly technical services to drive high-margin recurring revenue. The sellers have all rolled considerable equity into Atlas and have empowered their tenured workforce to drive outsized growth on our scalable platform. We're extremely confident that we have the right strategy in place to continue our growth trajectory. As we integrate these complementary business, we are increasing our ability to cross-sell more services and self-perform more work through expanded technical capabilities. We accomplish that by educating all of our technical resources through our Atlas Technical Organization, which we refer to as our ATO. Our ATO lines up our technical capabilities by discipline throughout the company and then matches that to regional leads to ensure that we are effectively cross-selling our wider service mix. This has further amplified our customer relationships and there are few peers of our scale and service capabilities in the end markets that we're focused in. We remain confident that the underlying earnings power of Atlas remains unchanged. We are aggressively continuing our strategy of growing this business organically and through deleveraging acquisitions that expand our technical service offerings and geographic footprint with a focus on those states that benefit from increased government infrastructure spending. So, Dave, let me turn it back to you, please.

Mr. Thanks, Joe. And good afternoon, everyone. I'm very pleased to be speaking to you today about our third quarter results, which reflects solid momentum in our business and continued optimization of all facets of our operations. Gross revenue of $120.5 million was down 6 percent compared to the prior year quarter. There are several takeaways in relation to that performance. First, the non-discretionary mission critical nature of our services was again evident in transportation and infrastructure where revenue continued to increase compared to the prior year. Second, in our private sector work, demand strengthened as the quarter progressed. While business disruptions from COVID-19 certainly remain a headwind for our business and our private sector work, especially in the Northeast and in Northern California, we are encouraged that our business is showing ongoing improvement across our geographies and markets. Moving to net revenue. we generated approximately $98 million, which represented an increase to 81.2 percent of gross revenues, a nearly three percentage point improvement from where we were just a year ago. This shows a continuation of positive results in our strategy to cross-sell and self-perform more services. Our highly variable cost structure allowed us to align our resources with estimated project timing, which helped us to counteract the revenue shortage and maintain strong labor utilization levels during the quarter. Together with the benefits of our previously implemented cost measures, we were able to deliver adjusted EBITDA of $19 million this quarter, representing 19.4 percent of net revenue. On a year-to-date basis, the benefit of our self-perform efforts, variable cost structure, and cost savings actions are even more evident. For the first nine months of 2020, compared to 2019, we delivered adjusted EBITDA at $47.2 million at a margin of 16.9 percent. This margin held with the prior year period despite lower revenue which reinforces the inherent strength of our business model. I'll now move to our capital structure and deployment on slide 10. We have implemented a multi-year plan to streamline and optimize our capital structure of our organization to support our growth objectives through both organic enhancement and deleveraging M&A. Our disciplined cash management protocols put in place at the outset of COVID, have continued to generate working capital improvement and strong operating cash flow. During the quarter, we generated $16 million of operating cash flow. And excluding one-time cash expenses related to our public company formation, acquisitions, and COVID-19, we have generated $60 million of operating cash flow over the past 12 months. This represents approximately 92 percent of adjusted EBITDA over that same time period. As Joe mentioned, M&A plays a key role in our deleveraging strategy. Our acquisitions have typically been funded with roughly half cash and half stock and involve some form of earn out over a two to three year period that aligns with our overall growth expectations. our acquisitions of AltaVista and WestTest with this mold. They are not only great additions to our platform, but structured with a combination of cash and stock to be quickly accretive and deleveraging. We will continue to fund future acquisitions in this manner, and we have the capacity to continue doing so. We remain committed to getting our net leverage down to three times. while at the same time continuing to grow our business. We are also looking at taking direct actions to provide maximum financial flexibility and to create additional value for our shareholders. In October, we announced a Warrant Exchange tender offer, which is expected to close on November 16th. Any shares not tendered during the exchange window will be converted at a 10 percent discount. the 4.4 million shares that are expected to be issued in exchange for the warrants are a great step forward towards meaningfully expanding our publicly tradable shares. Moving to our full-year outlook on slide 11. Our third quarter and year-to-date results put us on a track to deliver on our full-year 2020 performance expectations. The trajectory of our end markets continue to move in the right direction, with government-based growth expected to be positive year over year. And in the private sector, we expect sequential volume improvement into the fourth quarter. Based on the strength of our backlog, we are providing an improved full-year outlook for adjusted EBITDA, which we now expect to be in the range of $61 to $64 million. This reflects a $3 million or 5% improvement in the low end of our prior range of $58 to $64 million. With our updated visibility and the timing of work, we are also tightening our revenue outlook to a range of $455 to $462 million. The resulting improvement in our adjusted EBITDA margin versus our prior outlook reflects improving logistics, operating efficiency, and utilization, allowing us to scale our resources as local economies get better. Our full-year outlook implies fourth quarter revenues and adjusted EBITDA advancing back towards pre-pandemic quarterly performance levels. Turning to our strategic growth trajectory on slide 12, Our company is rapidly scaled in recent years through both organic growth and accretive acquisitions. We expect to continue our strategy of growing the business organically and through accretive and deleveraging acquisitions, especially those likely to benefit from increased government infrastructure spending. With $638 million of backlog and improving end market fundamentals, We are confident in our ability to deliver on our 2020 objectives and to enter 2021 with solid momentum behind us. Thank you, and I'll turn the call back to Joe for closing remarks on slide 13.