EX-99.2 11 f8k0618ex99-2_hennessy.htm INVESTOR PRESENTATION DATED JUNE 2018

Exhibit 99.2

 

I NVESTOR P RESENTATION June 2018

 

 

Important Disclaimers


Use of Projections and NRC 2017 Financial Information

This presentation contains financial forecasts with respect to NRC Group Holdings’ (“NRC” or the “Company”) projected revenues, Adjusted EBITDA, and net capital expenditures for NRC’s fiscal 2018 and 2019. Neither the independent auditors of Hennessy Capital Acquisition Corp. III (“HCAC”) nor the independent registered public accounting firms of NRC, or its subsidiaries, audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections should not be relied upon as being necessarily indicative of future results.

In this presentation, certain of the above-mentioned projected information has been repeated (in each case, with an indication that the information is an estimate and is subject to the qualifications presented herein), for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of HCAC, NRC, or the combined company after completion of the proposed business combination, or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

NRC Group Holdings was established in June 2018 through the combination of two businesses, National Response Corporation and Sprint Energy Services, both previously operating separately under the ownership of investment affiliates of J.F. Lehman & Company (“JFL”). Unless otherwise noted, this presentation, and all references to “NRC” included herein, give effect to such June 2018 combination and related dividend recapitalization. All historical financial information of NRC included herein has been presented on a combined basis, reflecting the combined historical results of National Response Corporation and Sprint Energy Services on the basis described herein, and is not necessarily indicative of the operating results of the combined entities that would have been achieved for such prior periods. The “pro forma” financial data included herein has not been prepared in accordance with Article 11 of the SEC’s Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant pro forma financial statements of NRC for the year ended December 31, 2017 to be included in HCAC’s proxy statement in connection with the proposed transaction (when available). In addition, all NRC historical financial information included herein is preliminary and subject to change pending finalization of the audits of National Response Corporation and Sprint Energy Services, LLC as of and for the years ended December 31, 2017 and December 31, 2016 in accordance with PCAOB auditing standards.

Forward Looking Statements

This presentation includes, or incorporates by reference, “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the proposed transaction; (2) the projection of future financial performance of NRC Group, NRC Group’s operating companies and HCAC following the proposed transaction; (3) changes in the market for NRC Group's services, and expansion plans and opportunities; (4) future acquisition or additional business combinations; (5) the financing component of the proposed transaction; (6) the sources and uses of cash; (7) the management and board composition of the combined company following the proposed transaction; (8) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed transaction; (9) the continued listing of HCAC’s securities on the NYSE American; and (10) the expected closing date of the proposed transaction.

These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement. Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement between JFL-NRC-SES and HCAC; (2) the outcome of any legal proceedings that may be instituted against NRC Group, JFL-NRC-SES or HCAC following announcement of the proposed transaction and related transactions; (3) the inability to complete the transactions contemplated by the purchase agreement between JFL-NRC-SES and HCAC due to the failure to obtain approval of the stockholders of HCAC, consummate the anticipated financing, obtain necessary approval from governmental authorities or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the combined company's securities on the NYSE American following the consummation of the proposed transaction; (5) the risk that the proposed transaction disrupts the parties' current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; (7) unexpected costs, charges or expenses related to or resulting from the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that NRC Group or HCAC may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks associated with the proposed transaction, as more fully discussed in the proxy statement to be filed by HCAC with the SEC in connection with the proposed transaction. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this presentation, which speak only as of this date. Neither HCAC nor JFL-NRC-SEC nor NRC Group undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes or will be deemed to constitute a forecast, project or estimate of the future financial performance of HCAC, NRC Group, or the combined company, following the implementation of the proposed transaction or otherwise. In addition, actual results are subject to other risks identified in HCAC's prior and future filings with the SEC, available at www.sec.gov.

Use of Non-GAAP Financial Measures

This presentation includes non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow. NRC defines Adjusted EBITDA as net income (loss) plus (i) depreciation and amortization, (ii) interest expense, (iii) provision for income taxes, (iv) acquisition-related transaction expenses (including due diligence costs, legal, accounting and other advisory fees and costs, retention and severance payments, facility closure costs and financing fees and expenses), (v) the pro forma impact of pre-acquisition revenues, earnings and EBITDA of certain recent acquisitions and certain NRC management estimates relating thereto, (vi) normalization adjustments to reflect a run-rate level of EBITDA within NRC’s historical financial statements, (vii) non-recurring costs and other non-operating expenses and income, (viii) the impact of certain completed cost savings initiatives at various NRC domestic regions, (ix) the impact of a reduction in force adjustment and (x) costs relating to the shutdown of certain international operations, less EBITDA related to a large response event at Sprint Energy Services in 2015. Free Cash Flow is defined as Adjusted EBITDA less total capital expenditures excluding one-time waste investments. See Slide 41 for more details regarding Adjusted EBITDA and Free Cash Flow. You can find the reconciliation of these measures to the nearest comparable GAAP measures elsewhere in this presentation. Except as otherwise noted, all references herein to full-year periods refer to NRC’s fiscal year, which ends on December 31. NRC believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to NRC’s financial condition and results of operations. NRC’s management uses these non-GAAP measures to compare NRC’s performance to that of prior periods for trend analyses and for budgeting and planning purposes.

NRC believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Management of NRC does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. We have not reconciled the non-GAAP forward looking information to their corresponding GAAP measures because we do not provide guidance for the various reconciling items such as provision for income taxes and depreciation and amortization, as certain items that impact these measures are out of our control or cannot be reasonably predicted without unreasonable efforts. You should review NRC’s, and its subsidiaries, financial statements, which will be included in HCAC’s proxy statement filings with the SEC, and not rely on any single financial measure to evaluate NRC’s business.

Other companies may calculate Adjusted EBITDA, Free Cash Flow and other non-GAAP measures differently, and therefore NRC’s Adjusted EBITDA and Free Cash Flow and other non-GAAP measures may not be directly comparable to similarly titled measures of other companies.

Additional Information About the Proposed Transaction and Where To Find It

The proposed transaction will be submitted to stockholders of HCAC for their consideration. HCAC intends to file with the SEC preliminary and definitive proxy statements in connection with the proposed transaction and other matters and will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transaction. HCAC's stockholders and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with HCAC's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed transaction, because these documents will contain important information about HCAC, NRC Group and the proposed transaction. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transaction and other documents filed with the SEC by HCAC, without charge, at the SEC's website located at www.sec.gov or by directing a request to Nicholas A. Petruska, Executive Vice President, Chief Financial Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants in the Solicitation

HCAC, JFL-NRC-SES, NRC Group, and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from HCAC’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of HCAC’s stockholders in connection with the proposed transaction will be set forth in HCAC’s proxy statement when it is filed with the SEC. You can find more information about HCAC’s directors and executive officers in HCAC’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in HCAC’s proxy statement when it becomes available, which can be obtained free of charge from the sources indicated above. 

       
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3 Chris Swinbank Chief Executive Officer Presenters Experienced Team Committed to Continuous Growth & Improvement Joe Peterson Chief Financial Officer Daniel Hennessy Chairman & Chief Executive Officer Jim O’Neil III Independent Director

 

 

4 Executive Summary (1) Post - combination, HCAC’s name will be changed to reflect the combination with NRC. References to NRC post - combination in this pr esentation are references to the public company. (2) See slide 5 for additional details. (3) NRC projections based on mid - point of guidance range (see slides 29 and 30 for additional details). (4) Source: CapitalIQ as of June 22, 2018. (5) FCF is defined as adjusted EBITDA less total capex excluding one - time waste investments. Transaction Overview Transaction Rationale Consideration Management & Board • Hennessy Capital Acquisition Corp. III (“HCAC”) has agreed to acquire the equity of NRC Group Holdings (“NRC”) • Purchase agreement was signed June 25, 2018 and anticipate closing the transaction in Q3 2018 • Post combination, NRC common stock and warrants will be listed on NYSE American under the tickers NRCG and NRCG.WS, respectively (1) • All financing required to close the transaction ($125 million in convertible preferred and common equity) committed at announcement at attractive terms • NRC is a leading provider of a comprehensive suite of mission - critical , non - discretionary services to ensure compliance with environmental, health, and safety (“EH&S”) laws • Highly diversified and blue - chip base of over 5,000 customers supported by over 1,200 Master Service Agreements (“MSAs”) • Only global standby provider with a global presence of 100 strategically - located facilities supported by an independent contractor network to ensure rapid response to environmental events, anytime and anywhere NRC’s customers need • Established and recognized brand providing superior services with significant barriers to entry • Highly visible and diverse recurring revenues supported by industry - leading free cash flow conversion • Numerous organic and acquisitive growth initiatives with exceptional potential return on investment (“ROI”) • Transaction implies a $ 748 million Enterprise Value (2) ► 8.6x 2018E Adjusted EBITDA (3) and 6.5x 2019E Adjusted EBITDA (3) (compared to 11.5x & 10.8x for peers (4) , respectively) ► 10.7x 2018E FCF (5) and 7.6x 2019E FCF (5) (compared to 18.2x & 16.8x for peers (4) , respectively) • Chris Swinbank to serve as CEO and Director with the existing management teams continuing to run the business • Daniel Hennessy and Kevin Charlton from HCAC to join NRC’s Board of Directors • Alex Harman and Glenn Shor from J.F. Lehman & Company to join NRC’s Board of Directors • HCAC Independent Director and former CEO and Director of Quanta Services ( NYSE:PWR), Jim O’Neil, to serve as Executive Chairman of NRC • Jim Baumgardner, former CEO of US Ecology (NASDAQ:ECOL), to serve as Independent Director of NRC

 

 


(1)Based on estimated $263 million cash held in trust at closing and assumes 10% redemptions for illustrative purposes, which is the scenario that provides maximum cash to NRC selling shareholders but no proceeds for debt reduction. If redemptions are lower than 10%, any incremental cash from HCAC’s trust would be used to pay down existing debt. 0% redemptions and existing NRC shareholders maintaining 20% pro forma ownership would result in net debt of $262 million or 3.0x 2018E Adjusted EBITDA.
(2)Assumes 10% redemptions for illustrative purposes and no purchase price adjustments or other payment under purchase agreement for net working capital, excess capital expenditures or interim acquisitions (among other possible adjustments).
(3)Based on the following assumptions: (a) estimated NRC debt and cash as of June 2018 after giving effect to combination of National Response Corporation and Sprint Energy Services and related dividend recapitalization (and such debt and cash amounts may vary as of the closing date), (b) estimated 36.9 million pro forma outstanding shares of common stock, estimated market value of $10.25/share and 10% redemptions, (c) no purchase price adjustments or other payment under definitive purchase agreement, (d) no purchase of shares under JFL subscription agreement, (e) no exercise of $25 million preferred accordion feature under Nomura Securities International, Inc. (“Nomura”) financing commitment and no draw on Nomura $25 million common equity backstop or other backstop and/or common equity PIPE offering In lieu thereof, and (f) no exercise of outstanding 19.2 million public HCAC warrants or conversion of new HCAC convertible preferred stock. Ownership and share count excludes outstanding 19.2 million HCAC warrants (strike price of $11.50 or ~12% out-of-the-money) and gives effect to the exchange of 9.6 million Founder warrants for shares of HCAC common stock at a ratio of 5:1 for a total of 1.9 million shares while simultaneously cancelling 1.9 million Founder shares fully offsetting any dilution from the exchange.
(4)Projected adjusted EBITDA based on mid-point of guidance range (see slides 29 and 30 for additional details).
(5)$40 million committed but no borrowings expected at closing of the proposed transaction.
(6)Excludes (a) NRC transaction expenses, which are anticipated to be paid from cash on NRC balance sheet, and (b) cash commitment, placement and/or funding fees payable in connection with the NRC convertible preferred stock issuance and/or common equity backstop or PIPE offering.
       

5 Indicative Transaction Overview (1) Based on estimated $263 million cash held in trust at closing and assumes 10% redemptions for illustrative purposes, which is th e scenario that provides maximum cash to NRC selling shareholders but no proceeds for debt reduction. If redemptions are lowe r t han 10%, any incremental cash from HCAC’s trust would be used to pay down existing debt. 0% redemptions and existing NRC shareholders maintaining 20% pro forma ownersh ip would result in net debt of $262 million or 3.0x 2018E Adjusted EBITDA. (2) Assumes 10% redemptions for illustrative purposes and no purchase price adjustments or other payment under purchase agreement for net working capital, excess capital expenditures or interim acquisitions (among ot her possible adjustments). (3) Based on the following assumptions: (a) estimated NRC debt and cash as of June 2018 after giving effect to combination of Nat ion al Response Corporation and Sprint Energy Services and related dividend recapitalization (and such debt and cash amounts may var y as of the closing date), (b) estimated 36.9 million pro forma outstanding shares of common stock, estimated market value of $10.25/share and 10% redemptions, (c) no pu rchase price adjustments or other payment under definitive purchase agreement, (d) no purchase of shares under JFL subscription agreement, (e) no exercise of $25 million preferred accordion feature under Nomura Securities International, Inc. (“Nomura”) financing commitment and no draw on Nomura $2 5 million common equity backstop or other backstop and/or common equity PIPE offering In lieu thereof, and (f) no exercise of outstanding 19.2 million public HCAC warrants or conversion of new HCAC convertible preferred stock. Ownership and share count excludes outstanding 19.2 million HCAC warrants (strike price of $11.50 or ~ 12% out - of - the - money) and gives effect to the exchange of 9.6 million Founder warrants for shares of HCAC common stock at a ratio of 5:1 for a total of 1.9 million shares while simultaneously cancelling 1.9 million Founder shares fully offsetting any dilution from the exchange. (4) Projected adjusted EBITDA based on mid - point of guidance range (see slides 29 and 30 for additional details). (5) $40 million committed but no borrowings expected at closing of the proposed transaction. (6) Excludes (a) NRC transaction expenses, which are anticipated to be paid from cash on NRC balance sheet, and (b) cash commitme nt, placement and/or funding fees payable in connection with the NRC convertible preferred stock issuance and/or common equity backstop or PIP E offering. Estimated Sources ($ in millions) Estimated Uses ($ in millions) Illustrative Pro Forma Capitalization (3) ($ in millions) Illustrative Pro Forma Ownership (3) (shares in millions) Shares % HCAC Shareholders 29.5 80% Existing NRC Equityholders 7.4 20% Pro Forma Outstanding Shares 36.9 100% Assumption of Existing Net Debt $295 Assumed HCAC Cash-in-Trust (1) 237 Convertible Preferred 75 Stock Consideration (2) 76 TOTAL SOURCES $683 Assumption of Existing Net Debt $295 Cash Consideration 292 Stock Consideration (2) 76 Estimated HCAC Fees & Expenses (6) 20 TOTAL USES $683 $ x 2018EAdj. EBITDA (4) x 2019EAdj. EBITDA (4) Cash $15 Revolver (5) 0 0.0x 0.0x Senior Term Loan 308 3.5x 2.7x Equipment Financing 2 0.0x 0.0x Total Debt $310 3.5x 2.7x Net Debt $295 3.4x 2.6x Equity Market Capitalization $378 Net Debt 295 Convertible Preferred 75 Pro Forma Enterprise Value $748 8.6x 6.5x

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(1)2008 - 2011 (prior ownership period) based on NRC management estimates, as adjusted to exclude $603 million in 2009 - 2010 related to Deepwater Horizon. Audited revenue utilized for 2012 - 2017, together with NRC management estimates for 2012 - May 2015 Sprint revenue and exclusion of a $43 million large marine spill event in 2014. 2018 - 2019 based on NRC management estimates and reflects pro forma treatment for Cleanline and SWS acquisitions as if they occurred on 1/1/2018.
(2)Source: U.S. Energy Information Administration.
(3)NRC projections based on mid-point of guidance range (see slides 29 and 30 for additional details).
(4)FCF Conversion is defined as FCF (adjusted EBITDA less total capex excluding one-time waste investments) divided by adjusted EBITDA.
(5)Source: Management estimates, Company Public Filings, CapitalIQ as of June 22, 2018 (see slide 32 for additional details).
(6)FCF is defined as adjusted EBITDA less total capex excluding one-time waste investments.
(7)EV / EBITDA multiples based on pro forma LTM adjusted EBITDA.
       

6 10.7x 18.2x 8.6x 11.5x 7.6x 16.8x 6.5x 10.8x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x NRC Peers NRC Peers 2018E 2019E $40 $60 $80 $100 $0 $100 $200 $300 $400 $500 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018E 2019E Average $ / Barrel $ in Millions, unaudited Revenue WTI Crude Oil Price The NRC Opportunity for Investors (1) 2008 - 2011 (prior ownership period) based on NRC management estimates, as adjusted to exclude $ 603 million in 2009 - 2010 related to Deepwater Horizon. Audited revenue utilized for 2012 - 2017 , together with NRC management estimates for 2012 - May 2015 Sprint revenue and exclusion of a $ 43 million large marine spill event in 2014. 2018 - 2019 based on NRC management estimates and reflects pro forma treatment for Cleanline and SWS acquisitions as if they occurred on 1/1/2018. (2) Source: U.S . Energy Information Administration. (3) NRC projections based on mid - point of guidance range (see slides 29 and 30 for additional details). (4) FCF Conversion is defined as FCF ( a djusted EBITDA less total capex excluding one - time waste investments ) divided by adjusted EBITDA . (5) Source : Management estimates, Company Public Filings, CapitalIQ as of June 22, 2018 (see slide 32 for additional details ). (6) FCF is defined as adjusted EBITDA less total capex excluding one - time waste investments. (7) EV / EBITDA multiples based on pro forma LTM adjusted EBITDA. …With Meaningful & Recurring FCF (4) Conversion… …With High ROI Opportunities to Deploy Cash Flows… …At a Highly Compelling Entry Point Relative to Peers (3)(5) Stable & Consistent Performance through The Great Recession… …And Through Significant Commodity Price Volatility… …Poised for Significant Near - Term Organic Growth… NRC maintains numerous strategic alternatives to provide significant upside and stock price appreciation to shareholders Organic Growth Accretive Acquisitions 3 landfills with exceptional ROI & payback period Multi - pronged s tandby & environmental service growth 9 acquisitions since 2013, ~ 4x (7) avg. multiple (1) (2) EV / FCF (6) EV / Adj. EBITDA (3) (3) 70% 76% 74% 80% 85% 0% 20% 40% 60% 80% 100% PF 2015 PF 2016 PF 2017 2018E 2019E

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7 I. Company Overview II. Growth Strategies III. Financial Summary IV. Appendix Table of Contents 9 22 29 35

 

 

C OMPANY O VERVIEW Marine Standby Response

 

 

9 Investment Highlights Compelling Opportunity to Further Enhance & Differentiate NRC’s Platform Compelling Opportunity Exceptional Growth x Provides an Integrated Solution x Delivers Scale with Global Capabilities x Attractive Regulatory & Market Environment x Stability through Recessions & Commodity Cycles x Significant Barriers to Entry x Compelling , Highly Visible Financial Model x Diverse End Market Exposure x NRC Presents an Unique Investment Opportunity x Proven Management Team with Significant Experience x Multi - Pronged Standby Services Growth x National Corporate Account Growth x Near - Term Waste Disposal Expansion x Established Acquisition Platform

 

 

10 Scalable Platform Poised for Growth (1) AOST is a partnered local emergency response provider . Key Figures Service Offering Breakdown Global Platform Diverse Offering, Global P latform and Blue - Chip C ustomer B ase Drive NRC Longstanding Blue - Chip Customer Base Compelling Investment Merits NRC Locations ICN Locations NRC Equipment Only Headquarters AOST Locations (1) 2018E Adj. EBITDA $85M - $90M $365M - $390M 2018E Revenue 9 Acquisitions Since 2013 99% Standby Services Customer Retention 5,000+ Diverse Customer Base Standby 26% Environmental 51% Waste Disposal 23% $85M - $90M 2018E Adj. EBITDA 1,200 + MSAs ~50 Average Daily Projects 1,000+ Scalable Employee Base Comprehensive Suite of Specialized Services Significant Barriers to Entry Highly Recurring, Non - Discretionary Demand Exceptional Cash Flow Generation Attractive Market Opportunity National Scale with Global Service Capabilities Multi - Pronged Growth Strategy Established Acquisition Platform Experienced Management Team Standby Services Environmental Services Waste Disposal Services

 

 

11 Key Customer Value Proposition NRC Provides an Integrated Solution Comprehensive Suite of Non - Discretionary, Mission - Critical Capabilities Standby Services (26% of 2018E Adj. EBITDA (1) ) Environmental Services (51% of 2018E Adj. EBITDA (1 ) ) Waste Disposal Services (23% of 2018E Adj. EBITDA (1 ) ) • High - margin retainer - based business that provides opportunity for incremental marine spill response revenue • Provides access to regulatory certifications, specialized assets, and highly - trained personnel that are on - call to respond to an oil or HAZMAT spill or other industrial emergency (such as a fire) • 2,000+ customers under long - term contract • High - frequency, non - discretionary, small - ticket suite of recurring services across broad base of customers • Key services include: industrial cleaning, hazardous waste management and remediation, land emergency response, marine services and equipment rental • 3,000+ customers across general industrial markets • Uniquely - positioned assets that provide broad waste disposal capabilities serving the Texas energy market • Key services include: disposal of drill cuttings/muds, tank bottom sediment, contaminated soils, and produced sands, disposal tank and truck washouts and waste oil recovery • Principally upstream customer base x Full suite of services supported by specialized equipment x Required federal, state and local certifications and accreditations x 24/7 emergency response x First and only call customers need to make in an emergency x Minimize outstanding MSAs and vendor agreements for customers x S uccessful track record of high quality project execution (1) Excludes $11 million of estimated corporate overhead expenses, which is not allocated to the individual segments.

 

 

12 Situation Overview • Customer: • Location: Britton, SD • Service: Standby Services Customer Case Studies Customers Rely on NRC’s Solutions to Maintain Uptime & EH&S Compliance Standby Services Environmental Services Waste Disposal Services Situation Overview • Customer: • Location: 3 Facilities • Service: Environmental Situation Overview • Customer: • Location: Eagle Ford & Permian • Service: Waste Disposal Customer Challenge • In November 2017, TransCanada asked NRC to respond to a significant leak in their pipeline near Britton, SD • Estimated 5,000 bbls of crude oil spilled NRC Solution • NRC quickly activated assets from ICN • Built a 1 - mile road to the remote site • Managed 100+ personnel • Utilized a wide array of vacuum trucks, storage tanks, pumps, earth - moving equipment and safety equipment • Growth opportunities: Keystone Pipeline and Mexico Customer Challenge • Environmental services support required at three pharma and laboratory facilities • 24/7 emergency response NRC Solution • Employees on - site to provide services including equipment decontamination • Designated the primary 24/7 emergency responder for all 3 sites • Awarded a 5 year MSA in 2009 that has been extended to August 2019 • Awarded “Vendor of the Year” by Genentech out of ~300 total vendors Customer Challenge • Pioneer utilized NRC’s disposal capabilities when they were more active in the Eagle Ford • Currently active in the Permian Basin NRC Solution • Pioneer has become one of NRC’s largest customers almost entirely through utilization of environmental services in the Permian Basin • Growth opportunity: Pioneer is one of the largest operators in the vicinity of the Reagan facility, and expected to be an anchor customer once opened

 

 

13 100 + Strategically Located Facilities Augmented by ICN, MRN, and ARN to Greatly Enhance Capabilities (1) • Network of 100 + strategically - located facilities, assets, and resources are augmented by: ► Independent Contractor Network (“ICN”): ICN is a highly skilled network of 140+ emergency response companies with over 500+ locations ► Marine Resource Network (“MRN”): Priority access to an extensive network of marine assets ► Aerial Resource Network (“ARN”): Priority access to ~30 helicopters and 15 fixed wing planes with ability to coordinate cargo logistics and dispersant services NRC Delivers Scale with Global Capabilities (1) NRC locations include 3 waste disposal sites currently pending permits . (2) AOST is a partnered local emergency response provider. Superior Solutions to Any Environmental Event , Anytime & Anywhere NRC’s Customers Need NRC Locations ICN Locations NRC Equipment Only Headquarters AOST Locations (2) Waste Disposal Location Pending Waste Disposal Locations 10 Rapidly deploy assets and personnel within 1 - 24 hours depending upon proximity of necessary equipment Customer or U.S. Coast Guard places call into NRC’s 24/7 International Operations Center to report incident Utilize proprietary database to identify appropriate internal or ICN, MRN and/or ARN resources to fulfill needs Rapid Response Capabilities

 

 

14 Environmental Services Regulations Have Consistently Become Increasingly Stringent 1970s & Prior 1980s 1990s 2000s 2010s Future • Safe Drinking Water Act • Clean Water Act • Toxic Substances Control Act • Resource Conservation and Recovery Act • Clean Air Act • Solid Waste Disposal Act (SWDA) (1965) • SWDA Amendment • Emergency Planning and Community Right - to - Know Act • Comprehensive Environmental Response, Compensation and Liability Act • Oil Pollution Act of 1990 (OPA - 90) • Federal Facilities Compliance Act • Universal Waste Rule • PCB Penalty Policy • Cathode Ray Tube Rule • Disposal of Coal Combustion Residuals from Electric Utilities • Regulation of Solvent Contaminated Wipes • State - level waste disposal regulations (following new CA regulations) • Updates to existing regulatory framework Regulatory History Attractive Regulatory & Market Environment Regulatory Environment Driving Demand to Comprehensive Providers of Scale Why NRC Wins Safety Record : Organization’s established safety and training programs resulting in exceptional safety records Responsiveness : 24/7 incident response capabilities and ability to deploy assets quickly Scale : Strategically - located assets complemented by Independent Contractor Network with 500+ locations Technical Expertise : Demonstrated ability to respond to incidents with the appropriate personnel and equipment Asset Base : Significant investment in well - maintained, unique, owned equipment Vendor Relationships : Deep relationships with vendors ensures cost - and time - efficiency

 

 

15 Historical Revenue Trend Stability through Recessions & Commodity Cycles (1) 2008 - 2011 (prior ownership period) based on NRC management estimates, as adjusted to exclude $ 603 million in 2009 - 2010 related to Deepwater Horizon. Audited revenue utilized for 2012 - 2017 , together with NRC management estimates for 2012 - May 2015 Sprint revenue and exclusion of a $ 43 million large marine spill event in 2014 . (2) Source: U.S . Energy Information Administration . (3) Based on revenue of $130 million in 2012 and revenue of $278 million in 2017. Stability & Resistance to Commodity P rice Volatility and Economic Cycles Revenue CAGR of 16% (3) through significant commodity price volatility Stable and consistent performance through the Great Recession (1) (2) $20 $40 $60 $80 $100 $0 $100 $200 $300 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Average $ / Barrel $ in Millions, unaudited Revenue WTI Crude Oil Price

 

 

16 Significant Barriers to Entry Specialized Asset Base and Essential Regulatory Certifications Investment in Asset Base Required Certifications & Accreditations x $200+ million asset base (1) across Standby Services, Environmental Services, and Waste Disposal x Unique equipment not readily available x Specialized capabilities require operational expertise and extensive training requirements x Proprietary technology platform tracks location and status of specialized equipment, enabling compliance with regulatory mandated response times x No new entrants in standby market since inception x Federal , state, and local legislation and other environmental agencies require numerous certifications and accreditations x Expensive multi - step, complex permitting processes are often cost and time prohibitive x Decades of experience successfully permitting and maintaining regulatory compliance x Long - time Jones Act operator Value of Existing Equipment (1) ($ in millions) U.S. Coastguard California Washington / Alaska Location National State State Required (Yes / No) P P P Type of OSRO Classification (1) Value shown as current insured value of Vessels and Marine Equipment; Vehicles & Rolling Stock; and Other Equipment. Waste Disposal assets shown as total capital investment from 2015 - 2019E. Does not include impact of Cleanline and SWS acquisitions. $74 $60 $17 $62 $213 $0 $50 $100 $150 $200 $250 Vessels & Marine Vehicles & Rolling Stock Other Equipment Waste Disposal Assets Total

 

 


NRC presented on a pro forma basis for intra-period acquisitions.
(1)Based on NRC management estimates and of historical segment performance.
(2)As of March 31, 2018.
(3)Total adjusted EBITDA includes corporate overhead expenses of ($7) million in 2015, ($7) million in 2016, ($10) million in 2017, ($11) million in 2018E and ($12) million in 2019E. 2015 excludes $9 million of adjusted EBITDA related to a large response event.
(4)FCF Conversion is defined as FCF (adjusted EBITDA less total capex excluding one-time waste investments) divided by adjusted EBITDA.
       

17 Revenue Stability Coupled with Exceptional Margins Drives Extraordinary Free Cash Flow Compelling, Highly Visible Financial Model NRC presented on a pro forma basis for intra - period acquisitions. (1) Based on NRC management estimates and of historical segment performance. (2) As of March 31, 2018. (3) Total adjusted EBITDA includes corporate overhead expenses of ($ 7 ) million in 2015, ($ 7) million in 2016, ($10) million in 2017, ($ 11) million in 2018E and ($ 12) million in 2019E. 2015 excludes $ 9 million of adjusted EBITDA related to a large response event. (4) FCF Conversion is defined as FCF (adjusted EBITDA less total capex excluding one - time waste investments) divided by adjusted EBITDA . Non - Discretionary Demand Delivers Highly Visible, Recession Resistant FCF Adjusted EBITDA by Service (3) ($ in millions) Free Cash Flow Conversion (4) Standby Services x Highly recurring revenue base with ~99% customer retention (2,000+ customers and 20,000+ assets covered) x Over 80% of revenue from customers with contracts over 5 years with half over 10 years x 85% flow through of incremental revenue to adjusted EBITDA (1) Environmental Services Waste Disposal Services x Vast majority of environmental services revenue derived from ~1,200 MSAs x Performs over 20,000 projects annually for over 3,000 customers x Growing need across diverse end markets with high frequency, small ticket jobs driving diversity and stability x Permitting of wellbores provide enhanced visibility into regional waste streams x Since opening Karnes in Q2 2016, processed >56,000 loads with ~ 20 active / daily blue - chip customers (2) x Differentiated capabilities include ability to accept all oil & gas exempt waste streams and 24 / 7 operations $49 $41 $69 $85 - $90 $110 - $120 $0 $30 $60 $90 $120 $150 PF 2015 PF 2016 PF 2017 2018E 2019E Standy Services Environmental Services Waste Disposal 70% 76% 74% 80% 85% 0% 20% 40% 60% 80% 100% PF 2015 PF 2016 PF 2017 2018E 2019E

17

 

 

18 32% 14% 12% 11% 7% 5% 3% 3% 12% Industrial Non - Regulated O&G OPA - 90 Utility / Municipal Oil & Gas Waste Disposal Transportation Government Pharma Other Diverse End Market Exposure (1) Revenue excludes all domestic environmental services customers <$30,000. Highly Diversified R evenue Across End Markets, Servicing 5,000+ Customers 2017 Revenue by End Market (1) • Substantial portion of revenue (67% in 2017) is comprised of customers that require high - volume, low - ticket projects across industrial, transportation, utility, and government end markets • OPA - 90 customers, which represent 12% of 2017 revenue, are required by law to procure compliance coverage every year • Waste disposal services provided to oil & gas customers are highly - regulated and considered non - discretionary (i.e., operators must terminate waste at permitted facilities within a defined framework) Industrial Upstream Midstream Transportation Other Downstream Key Clients by End - Market

 

 

19 Company Standby Services Environmental / Industrial Services Emergency Response Waste Disposal NRC Presents an Unique Investment Opportunity NRC is the ONLY Comprehensive Provider of Essential EH&S Services Core Focus Non - Core Focus

 

 

20 Proven Management Team with Significant Experience NRC’s Senior Management Team Averages 20+ Years of Experience • 21+ years of environmental services experience • Founded Sprint Energy after successfully founding and ultimately selling Triton Oilfield Services, a water logistics company • S erved in various capacities at several Sprint entities providing waste management services Chris Swinbank Chief Executive Officer • 27+ years of experience in the environmental services industry; has executed over 30 acquisitions • Prior roles include CEO of A&D Environmental Services Inc. and President of PSC Inc. Paul Taveira President, Standby & Environmental • 20+ years of experience in the financial services industry as well as prior private equity owned companies • Prior roles include SVP of Finance for a global consumer finance company and various divisional CFO roles at American Express Joe Peterson Chief Financial Officer • 11+ years of industry experience in the environmental services industry • Formerly VP of Corporate Operational Development at C&J Energy Services • Currently serves on the Board of Directors of Sanchez Energy Robby Nelson President, Waste Disposal

 

 

G ROWTH S TRATEGIES Karnes Waste Disposal Facility

 

 

22 Numerous Drivers of Growth Scalable Platform with Multiple Avenues for Sustained Growth Multi - Pronged Standby Services Growth 1 x Proven ability to increase contracted retainers with unmatched retention x Increasing “tolling” revenue and roll - out of Global Response Services x First - mover advantage in newly privatized Mexican oil & gas markets Near - Term Waste Expansion 3 x Customers pulling NRC into Permian Basin to support existing activities x Exceptional unit economics and rapid payback period x Significant experience designing, permitting & operating landfills Established Acquisition Platform 4 x Successfully integrated 9 acquisitions since 2013 – avg . ~4.0x (1) multiple x Extensive acquisition pipeline of transformative and bolt - on targets x Acquire ICNs to increase self - performed response and enhance margins National Corporate Account Growth 2 x Offer national and regional accounts that require diverse service capabilities x Momentum with recent key customer wins in diverse end markets x Significant cross - selling opportunities – only 5% of clients use 3+ services (1) EV / EBITDA multiples based on pro forma LTM adjusted EBITDA .

 

 

23 • Incremental revenue generated from “tolls” charged to customers for specific compliance coverage when a vessel enters an independently - regulated geography – 100% flow through to adjusted EBITDA (2) ► NRC maintains a vessel market share of 75 % (3) and is the dominant recipient of tolling revenue • Strong growth prospects for nascent offerings in Alaska (entered in 2015) and South America (entered in 2016) ► Both markets are expected to contribute over $1.0 million of revenue in 2018 • Global Response Services (“GRS”) leverages Company’s unique global footprint and capabilities to be the only single - source Standby Services provider globally ► ~$ 20 million identified addressable market (1) Multi - Pronged Standby Services Growth Attractive Growth Prospects with a Demonstrated History of Success 1 Tolling Revenue & GRS (1) NRC management estimates. (2) Based on NRC management estimates and of historical segment performance. (3) Based on 2016 commissioned industry study by a leading consulting firm. (4) Source: MarineTraffic. • Steady, consistent revenue derived from retainer - based pricing model with exceptional margin profile • Fee based on type of vessel, pipeline, or other infrastructure • Highly recurring and predictable with ~99% customer retention and 85% flow through to adjusted EBITDA (2) ► Over 80% of revenue from customers with contracts over 5 years with half over 10 years Contracted Retainer Revenue Snapshot of En Voyage Vessels & Tankers (4) Vessels Tankers • Mexico represents a significant growth opportunity, and NRC’s first mover advantage in a newly regulated industry with limited competition has established a strong competitive position ► Currently maintain 100% market share (won all 4 tenders to date) ► $ 1.6 million of new contracts won within first 18 months of operations ► >$50 million 5 - year addressable market (1) Mexico Opportunity Mexico Addressable Market (1) 5 - Year Addressable Market $50M+ Near - Term Addressable Market $23M+ Existing Operations $10M

 

 

24 National Corporate Account Growth (1) ER = Emergency response; IC = Industrial Cleaning; SR = Site Remediation; WM = Waste Management . (2) Data based on 2017 projects and is not pro forma for acquisitions of Cleanline and SWS. Targeting National Accounts that Require Diverse Capabilities 2 5 % 95% 1 or 2 Services 3+ Services Sales Team Actively Targeting National Accounts… …And Generated Wins on Key Targets (1) Significant Cross Selling Opportunity (2) Case Study: Whitman Greenhill • Type : MSA (SR, IC, WM ) • Type : MSA (ER, IC ) • Type: ER, IC, WM • Type : MSA (IC, SR ) • Type : MSA (IC, SR ) Whitman Greenhill • Client initially made contact with the Company as a local contractor to provide 30 personnel for a project • After two weeks, Whitman Greenhill expanded business to include 200 billable personnel, operating across 5 states on a daily basis • Whitman Greenhill credited NRC’s vast experience with large events and ability to mobilize quickly as reasons for rapid expansion of scope

 

 

25 Meaningful market share gain driven by unique value proposition – since June 2017, volume has increased by 40% despite rig count declining by 16% 0 20 40 60 80 100 120 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Rig Count Loads Monthly Loads (Reported) Trend Line Rig Count Proven Waste Disposal Model (1) Resource Conservation & Recovery Act. NRC’s Total Waste Solution Creates a Unique Competitive Advantage 3 Value Proposition x Strategic location provides critical logistics advantage for operators’ waste disposal requirements in highly active Eagle Ford Basin x Highly critical to operations – disposal of cuttings represents <1% of total cost of drilling, but can cause a rig to shut down x Construction specifications to RCRA (1) Subtitle D provide customers with high fidelity waste disposal option x Streamlined logistics design provides efficient turn - around time x Washout facility provides ancillary services for “one - stop” solution to streamline efficiencies for drivers Permian Basin – Formula for Success • [ ] ► [ ] - [ ] • Consistent ramp in volumes since opening in late 2016 • Eagle Ford remains active but is >50% below its peak activity levels • Superior value proposition in a growing market has led to rapid volume expansion and dominant market position Karnes Waste Disposal Facility – Meaningful Ramp in Volume Since Opening Driven by Market Share Gains Established Relationships with Operators High Quality, Value - Added Services Existing Environmental Services Footprint Total Waste Solutions

 

 

26 Near - Term Waste Disposal Expansion (1) Based on NRC management estimates. If new facilities achieved a similar ramp in volume and market share as the existing Karnes facility, annual adjusted EBITDA would be expected to exceed these estimates. (2) Coyanosa permit to be sought simultaneously with Andrews permit; gap in approval incorporated for conservatism. Strategically Located Sites Based on Discussions with Existing Customers 3 Commentary • Highly attractive unit economics: ~$ 60 million invested in four waste disposal facilities expected to generate ~$60M adjusted EBITDA annually when fully operational (1) • Facilities have decades of permitted capacity available • Management team has decades of experience designing, permitting and operating waste disposal facilities • Permian Basin represents the most attractive market in North America with substantial ongoing investment Permian Basin – Facility Locations Andrews (Midland Basin) & Coyanosa (Delaware Basin ) • Andrews and Coyanosa Facilities are expected to commence operations in 2019 and 2020, respectively ► Expect to acquire land in two phases throughout 2018 ► Expecting permit approvals by year - end 2018 for Andrews and mid 2019 for Coyanosa (2) Karnes Facility (Current) Near - Term Expansion H Horizontal Oil H Horizontal Gas Reagan Facility (Midland Basin) • Reagan Facility is expected to commence operations in Q1 - 19 ► Land currently under option and acquisition will be completed upon permit issuance ► Expecting permit approval in early Q3 2018 – active dialogue with the Texas Railroad Commission (the relevant regulatory body) ► Construction for landfill expected to begin in 2H 2018 Reagan County (Q1 - 19 target start) Coyanosa, TX (2020 target start) Andrews, TX (2019 target start) Source: Baker Hughes as of May 9, 2018

 

 


(1)EV / EBITDA multiples based on pro forma LTM adjusted EBITDA.
(2)ES includes all Environmental Services except emergency response.
(3)ER includes land-based emergency response services.
(4)Any acquisitions will be dependent on, among other things, due diligence results and NRC may not complete any acquisitions in its pipeline.
(5)Based on NRC management estimates.
       

27 Established Acquisition Platform (1) EV / EBITDA multiples based on pro forma LTM adjusted EBITDA. (2) ES includes all Environmental Services except emergency response. (3) ER includes land - based emergency response services. (4) Any acquisitions will be dependent on, among other things, due diligence results and NRC may not complete any acquisitions in it s pipeline. (5) Based on NRC management estimates. Successfully Integrated 9 Acquisitions Since 2013; ~4.0x (1) Avg. EBITDA Multiple 4 Track Record of Executing & Integrating Acquisitions Built - in Pipeline from ICNs • ICN acquisitions increase the Company’s footprint and reduce reliance on subcontractors, thereby representing a margin expansion opportunity • Target 1 - 3 acquisitions per year • Utilize longstanding industry relationships, ICN network, and third - party brokers to maintain M&A pipeline • Track record of integrating acquisitions and achieving meaningful cost savings through IT rationalization, back office integration, reduction of duplicate facilities and buy vs. leasing equipment Actionable Pipeline of Acquisition Targets (4) ($ in millions) Independent Contractor Network Acquisition Focus Areas Target Rationale Revenue (5) Current ICN Target 1 Geographic Expansion $100 Target 2 Service Enhancement $100 P Target 3 New Service $100 Target 4 Geographic Expansion $50 P Target 5 Service Enhancement $50 P Target 6 Service Enhancement $50 P Target 7 Service Enhancement $30 Target 8 Service Enhancement $30 P Target 9 Geographic Expansion $25 Target 10 Service Enhancement $15 P Acquisitions Year Sector (2)(3) Geography Former ICN July 2013 ES & ER New York / Northeast P March 2014 Offshore ES & ER UK / North Sea March 2014 ER & High Hazard Rail Texas P October 2014 ES & ER Alaska April 2016 ES & ER Northeast P November 2016 ES & ER Northeast P January 2017 ES & WWT Pacific Northwest March 2018 ES UK April 2018 ES & ER Southeast P

27

 

 

F INANCIAL S UMMARY NRC Upstream Customer

 

 


Note: 2015 excludes $37 million of revenue and $9 million of adjusted EBITDA related to a large response event.
NRC presented on a pro forma basis for intra-period acquisitions.
(1)Total adjusted EBITDA includes corporate overhead expenses of ($7) million in 2015, ($7) million in 2016, ($10) million in 2017, ($11) million in 2018E and ($12) million in 2019E, which has not been allocated to the individual segments.
(2)FCF Conversion is defined as FCF (adjusted EBITDA less total capex excluding one-time waste investments) divided by adjusted EBITDA.
       

29 Summary Financial Performance Note: 2015 excludes $37 million of revenue and $9 million of adjusted EBITDA related to a large response event. NRC presented on a pro forma basis for intra - period acquisitions. (1) Total adjusted EBITDA includes corporate overhead expenses of ($7) million in 2015, ($7) million in 2016, ($10) million in 2017, ($11) million in 2018E and ($12 ) million in 2019E, which has not been allocated to the individual segments. (2) FCF Conversion is defined as FCF (adjusted EBITDA less total capex excluding one - time waste investments) divided by adjusted EBI TDA. Stable & Repeatable Performance with Exceptional Margins & FCF Conversion Revenue by Service ($ in millions) Capital Expenditures ($ in millions) Adjusted EBITDA by Service (1) ($ in millions) Free Cash Flow Conversion (2) $353 $310 $350 $365 - $390 $410 - $450 $0 $100 $200 $300 $400 $500 PF 2015 PF 2016 PF 2017 2018E 2019E Standy Services Environmental Services Waste Disposal $49 $41 $69 $85 - $90 $110 - $120 $0 $30 $60 $90 $120 $150 PF 2015 PF 2016 PF 2017 2018E 2019E Standy Services Environmental Services Waste Disposal 70% 76% 74% 80% 85% 0% 20% 40% 60% 80% 100% PF 2015 PF 2016 PF 2017 2018E 2019E $21 $14 $23 $37 $38 2% 2% 3% 3% 3% 0% 2% 4% 6% $0 $10 $20 $30 $40 $50 PF 2015 PF 2016 PF 2017 2018E 2019E Maintenance Growth One-Time Waste Investment Maintenance as % of Revenue

29

 

 

30 Adjusted EBITDA Bridge Multiple Avenues of Growth Driving High Visibility Adjusted EBITDA Bridge ($ in millions) • Projected financials do not include any M&A activity or the impact of any major event, which could represent upside to the projections • Standby Services – Majority of growth comes through emergence of the Mexican market, with significant upside potential as the Company continues to capitalize on its dominate global market presence • Environmental Services – Projects modest growth with ability to leverage national accounts • Waste Disposal – Growth driven primarily by conservatively staggered commencement of operations at three facilities in the Permi an Basin; currently assuming a slower ramp in activity than existing facility despite established customer relationships in the reg ion Management Commentary $69 $3 $12 $5 ($1) $85 - $90 $7 $5 $2 $10 $5 ($1) $110 - $120 $0 $25 $50 $75 $100 $125 $150 PF 2017 Standby Services Enviro. Services Waste Disposal Facility 1 Corporate 2018E Standby Services Enviro. Services Waste Disposal Facility 1 Waste Disposal Facility 2 Waste Disposal Facility 3 Corporate 2019E

 

 


Source: NRC management projections, Company Public Filings, CapitalIQ as of June 22, 2018.
Note: Projections for public peers based on consensus Wall Street Research estimates from CapitalIQ.
Note: NRC projections based on mid-point of guidance range (see slides 29 and 30 for additional details).
Note: NRC presented on a pro forma basis for intra-period acquisitions.
(1)FCF Conversion is defined as FCF (adjusted EBITDA less total capex excluding one-time waste investments) divided by adjusted EBITDA.
       

31 80% 57% 60% 63% 68% 68% 60% 0% 20% 40% 60% 80% 100% NRC ADSW CLH RSG ECOL WCN WM 23% 28% 14% 29% 23% 32% 28% 0% 10% 20% 30% 40% NRC ADSW CLH RSG ECOL WCN WM 29% 8% 9% 5% 10% 8% 5% 0% 10% 20% 30% 40% NRC ADSW CLH RSG ECOL WCN WM 11% 3% 8% 2% 6% 6% 3% 0% 2% 4% 6% 8% 10% 12% NRC ADSW CLH RSG ECOL WCN WM Mean 26% Mean 63% Mean 5 % Mean 8 % Benchmarking to Peers – Growth & Margins Source: NRC management projections, Company Public Filings, CapitalIQ as of June 22, 2018. Note: Projections for public peers based on consensus Wall Street Research estimates from CapitalIQ. Note : NRC projections based on mid - point of guidance range (see slides 29 and 30 for additional details). Note: NRC presented on a pro forma basis for intra - period acquisitions. (1) FCF Conversion is defined as FCF ( a djusted EBITDA less total capex excluding one - time waste investments ) divided by adjusted EBITDA. NRC Maintains an Exceptional Growth, Margin and Cash F low Profile 2017 – 2019E Revenue CAGR 2017 – 2019E Adjusted EBITDA CAGR 2018E Adjusted EBITDA Margins 2018E Free Cash Flow Conversion (1)

31

 

 


Source: NRC management projections, Company Public Filings, CapitalIQ as of June 22, 2018.
Note: Projections for public peers based on consensus Wall Street Research estimates from CapitalIQ.
Note: NRC projections based on mid-point of guidance range.
NRC presented on a pro forma basis for intra-period acquisitions.
(1)FCF is defined as adjusted EBITDA less total capex excluding one-time waste investments.
       

32 8.6x 9.5x 9.7x 10.7x 12.9x 15.1x 10.9x 0.0x 4.0x 8.0x 12.0x 16.0x NRC ADSW CLH RSG ECOL WCN WM 6.5x 9.0x 9.0x 10.2x 12.0x 14.0x 10.3x 0.0x 4.0x 8.0x 12.0x 16.0x NRC ADSW CLH RSG ECOL WCN WM 10.7x 16.7x 16.2x 17.0x 19.1x 22.3x 18.0x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x NRC ADSW CLH RSG ECOL WCN WM 7.6x 15.8x 14.6x 15.7x 17.3x 20.9x 16.4x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x NRC ADSW CLH RSG ECOL WCN WM Mean 11.5x Mean 10.8x Mean 18.2x Mean 16.8x Benchmarking to Peers – Valuation Source: NRC management projections, Company Public Filings, CapitalIQ as of June 22, 2018. Note: Projections for public peers based on consensus Wall Street Research estimates from CapitalIQ. Note: NRC projections based on mid - point of guidance range. NRC presented on a pro forma basis for intra - period acquisitions . (1) FCF is defined as a djusted EBITDA less total capex excluding one - time waste investments . Ability to Invest in NRC at a Discount to Peers Despite Premium Business EV / 2018E FCF (1) EV / 2019E FCF (1 ) EV / 2018E Adjusted EBITDA EV / 2019E Adjusted EBITDA

32

 

 

33 Conclusion Compelling Opportunity to Further Enhance & Differentiate NRC’s Platform Compelling Opportunity Exceptional Growth x Provides an Integrated Solution x Delivers Scale with Global Capabilities x Attractive Regulatory & Market Environment x Stability through Recessions & Commodity Cycles x Significant Barriers to Entry x Compelling , Highly Visible Financial Model x Diverse End Market Exposure x NRC Presents an Unique Investment Opportunity x Proven Management Team with Significant Experience x Multi - Pronged Standby Services Growth x National Corporate Account Growth x Near - Term Waste Disposal Expansion x Established Acquisition Platform

 

 

A PPENDIX Emergency Response – Oil Spill

 

 

35 • Former CEO and Director of Quanta Services ( NYSE:PWR ) where he grew the business to over $7 billion of revenue and over $5 billion of market capitalization • Quanta completed nearly 200 acquisitions under Jim’s leadership • He is currently a director at First Energy, National Trench Safety and at Sterling Lumber, where he was elected Chairman in 2016 • CEO and Director of Quanta Services from 2011 until 2016 • COO of Quanta from 2008 – 2011 • From 2002 – 2008, he was Senior Vice President of Operation Integration and Audit • Jim joined Quanta in 1999 • Jim began his career at Halliburton, where he rose from engineering, sales and operational roles into global leadership positions, including overseeing operations for Clean Gulf Associates, one of three U.S. OSRO standby providers • Received a B.S. in Civil Engineering from Tulane University Jim O’Neil As Executive Chairman, Jim O’Neil will Provide Proven Leadership & Results Jim O’Neil III Hennessy Capital Acquisition Corp. III Independent Director

 

 

36 • Over 30 years of diverse business experience in various executive roles • Formerly President, CEO, COO, CFO, and Director of US Ecology, Inc. ( NASDAQ:ECOL ) where he successfully grew the business organically and through acquisitions to over $250 million of revenue with a $500 million market capitalization (currently $1.3 billion) • President, CEO, and Director of US Ecology, Inc. from 2010 – 2012 ► Served as CFO from 1999 – 2006 ► Served as COO in 2009 • He is currently a Director at Waste Control Specialists; Quantum Spatial Inc.; Living Earth, LLC; and Peak Utility Services Group, Inc., where he was elected Chairman in 2014 • CEO of Peak Utility Services Group from 2014 – 2017 • CFO of SECOR International, Inc. from 2006 – 2008 • Designated SEC Financial Expert • Received a BS and an MBA from Oregon State University Jim Baumgardner Experienced, Independent Board Member Providing Unique & Valuable Insight Jim Baumgardner Independent Director

 

 

37 (1) Source: U.S . Energy Information Administration. (2) Source: U.S. Energy Information Administration. Represents U.S. Refinery Annual Operable Atmospheric Crude Oil Distillation Capacity (Barrels per Stream Day), and U.S. Refinery Catalytic Reforming, Catalytic Cracking, and Catalytic Hydrocracking Downstream Charge Capacity (Barrels per Calendar Day). Commercial Standby Services Provider with 75% Market Share in Core Markets Market Overview U.S. Crude Oil Exports & Production (1) Attractive Secular Trends and Growth Opportunities U.S. Refinery Capacity (2) Standby Services Market Overview • Legislation enacted post - Exxon - Valdez (OPA - 90) requires onshore and offshore facilities and vessels carrying oil or a derivative to have a plan for “worst case discharge” • Steady long - term growth driven by consistent expansion of energy infrastructure and increasing regulatory scrutiny requiring OSRO usage • High barriers to entry driven by high cost of failure, necessity of scale, and regulatory certification requirements • Continued growth in domestic oil & gas production, together with emergence of U.S. crude export market, driving growth in vessel and tanker voyages • Emerging opportunity to generate incremental “tolling” revenue from fees charged to customer vessels entering independently - regulated geographies • Market potential in new geographies, including Mexico, as well as new sales initiatives targeting ability to offer current and prospective customers broader suite of services 24.1 24.4 24.6 24.8 24.8 25.0 25.3 25.6 25.9 26.1 26.1 29.3 29.8 29.2 30.0 30.2 30.2 30.6 31.0 0 5 10 15 20 25 30 35 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Million Bbls / Day Operable Crude Distillation Capacity Conversion Capacity 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 0 500,000 1,000,000 1,500,000 2,000,000 2,500,000 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Thousand Barrels per Day Thousand Barrels U.S. Crude Oil Exports U.S. Crude Oil Production

 

 

38 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Number of Reported Incidents Environmental Services Market Overview (1) Source: IBISWorld. (2) Source: IHS Markit. (3) Source: National Response Center; note, not all incidents are reported to the National Response Center. Regulatory and End Market D ynamics P osition NRC for Sustained Growth Supportive End - Market Conditions & Outlook • Robust and increasing EH&S regulatory requirements provide fundamental support to the environmental services market • Stable projected growth in activity across a broad set of industrial subsectors support growing demand for environmental services • In addition to maintenance requirements, there are a stable number of environmental incidents that occur each year $17 Billion Addressable Market (1) U.S. Manufacturing Purchasing Managers’ Index (2) Stability of Reported U.S. Environmental Incidents (3) Site Remediation Building Remediation Environmental Emergency Response Other Services 50% 26% 13% 11% Average: ~30,000 incidents per year 50 51 52 53 54 55 56 57 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18

 

 

39 80 58 51 36 35 0 20 40 60 80 100 80 73 49 46 46 0 20 40 60 80 100 Waste Disposal Market Overview (1) Source: Spears. (2) Represents cumulative production volume in 2016. Industry and Capex Dynamics Position NRC to Achieve Outsized Growth Supportive End - Market Conditions & Outlook • Steadily increasing focus on environmental stewardship • Waste streams are regulated by federal and state laws that require proper disposal according to stringent requirements ► Operators find the waste regulatory requirements too complicated or capital intensive to keep in - house • Company is well - positioned to capitalize on increased activity in core markets (e.g., Permian and Eagle Ford ) • Reliable waste disposal services are critical to E&P operations, yet represent a modest portion of total costs West Texas Drives Oilfield Demand (1) Karnes vs. Top Producing Counties (2) ( million bbls) E&P Capex Budgets Offer Substantial Upside 0 20 40 60 80 100 120 140 0% 20% 40% 60% 80% 100% 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Feet Drilled (millions) US Horizontal Rigs Eagle Ford + Permian Rest of US Eagle Ford Permian '16/'17 '17/'18E ($ in billions) 2016A 2017A 2018E $ Change % Change $ Change % Change Permian $17 $27 $33 $9 53% $7 24% Eagle Ford $9 $12 $15 $3 33% 3 26% Marcellus / Utica $8 $13 $13 $5 55% 1 4% Bakken $7 $8 $10 $2 28% 2 24% Niobrara $3 $5 $6 $2 61% 1 18% Top Five Unconventional $44 $65 $78 $21 46% $13 20% Other U.S. Unconventional $10 $13 $16 $3 29% 3 21% Total U.S. Unconventional $54 $78 $93 $23 43% $16 20% Eagle Ford Permian

 

 

40 $32 $32 $35 $35 $35 $35 $36 $36 $37 $38 $38 $39 $41 $42 $43 $43 $44 $46 $47 $47 $49 $49 $51 $54 $61 $66 $84 $0 $20 $40 $60 $80 $100 $78 $68 $67 $55 $45 $40 $37 $36 $0 $20 $40 $60 $80 $100 2012 2013 2014 2015 1H16 2H16 1H17 Current Waste Disposal Market Overview (cont’d) Sustainable Improvements in Shale Economics Driven by Lower Lifting Costs Eagle Ford Breakeven ($ / bbl ) Oil Breakevens by Basin (1) ($ / bbl) Source: Wall Street Research . (1) At 15% ATAX IRR. Breakeven costs have continued to move lower driven primarily by advances in technology, efficiency gains, and well performance Company’s Karnes Facility is strategically located in the core of the oil window of the Eagle Ford – the one - year forward curve is currently 57% above this break - even price per barrel Permian Eagle Ford Other Company Operating Areas WTI Forward Price

 

 

41 Adjusted EBITDA Reconciliation Pre - Acquisition EBITDA Adjustments – Represents the pro forma impact of pre - closing EBITDA for NRC acquisitions, calculated in a consistent manner as NRC EBITDA . Some management estimates were required for some pre - acquisition periods. Pro Forma Adjustments – Discrete identified impact of management actions taken subsequent to the reporting period, including cost reductions from post - acquisition synergy realization efforts, implied revenue increases from waste disposal price increases made in 2018 (reflected in 2017), removal of revenue and costs associated with discontinued operations, etc . Non - Recurring Expenses – Non - recurring expenses incurred in prior periods, including restructuring and startup expenses, one - time equipment purchases, severance, and other adjustments. Normalization Adjustments – Normalization of financial performance to remove the impact of unusual factors that management determined are not recurring and/or representative of the business. Adjustments include normalized SWS cost structure post - acquisition for actions not yet taken, estimated lost earnings from Hurricane Harvey disruption in Texas, normalized operating margins during ramp - up period of waste disposal activities, etc . Transaction / Transition Expenses – One - time M&A transaction, severance, and facility closure expenses. Other Income / Expense – Management fees, gain or loss on sale of assets, and other non - EBITDA expenses incurred by the Company. Large Response Event – Removal of management - estimated EBITDA contribution from a $37M revenue response event related to the 2015 U.S. bird flu outbreak. Other – Miscellaneous other adjustments (1) FCF is defined as a djusted EBITDA less total capex excluding one - time waste investments . ($ in millions, unaudited) 2015 2016 2017 Net Income (Loss) ($26.9) ($27.8) $2.5 Depreciation and Amortization 34.5 36.0 29.3 Interest Expense / (Income) 13.5 13.3 14.1 Taxes 1.3 (3.2) 0.4 Non-Cash Expense / (Income) 1.1 1.0 0.2 EBITDA $23.4 $19.4 $46.6 Enpro 2.9 (0.6) - Boom-Tech - - - WTS 0.6 (0.0) - Cleanline 1.4 1.7 1.2 SWS 10.2 (4.1) (1.7) Pre-Acquisition EBITDA Adjustments $15.2 ($3.0) ($0.5) Pro Forma EBITDA $38.6 $16.4 $46.1 Pro Forma Adjustments 5.6 5.4 8.5 Non-Recurring Expenses 5.6 8.2 6.7 Normalization Adjustments 1.5 2.1 4.9 Transaction / Transition Expenses 5.5 7.9 1.8 Other Income / Expense 0.8 0.7 1.0 Large Response Event (9.0) - - Other 0.0 (0.0) (0.2) Total Other Adjustments $10.1 $24.3 $22.7 Pro Forma Adjusted EBITDA $48.7 $40.7 $68.8 Maintenance 8.5 7.6 10.3 Growth 5.8 2.3 7.5 Capital Expenditures $14.4 $9.9 $17.8 Free Cash Flow (1) $34.3 $30.8 $51.0

 

 

42 Summary Debt Terms Term Loan Base Facility (1) : $ 308,000,000 Maturity: 6 years Indicative Interest Rate: L + 525 bps LIBOR Floor: 1.0% Amortization: 1% p.a. Prepayment Premium: 101 soft call premium first 6 months Financial Covenants (2) : None Acquisition Facilities: Unlimited subject to, if first lien indebtedness, a First Lien Net Leverage Ratio not greater than 3.90x, if subordinated secured indebtedness, a First Lien Net Leverage Ratio not greater than 4.40x, and if unsecured indebtedness, a Consolidated Total Net Leverage Ratio not greater than 4.65x (1) Excludes a $40 million committed revolver with no borrowings expected at close . (2) If greater than 30% of the Revolving Credit Limit (excluding undrawn letters of credit up to $ 15 million) is utilized, there will be a springing net leverage covenant of 5.45x .