Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 30, 2022 | Mar. 13, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | ATLAS TECHNICAL CONSULTANTS, INC. | ||
Trading Symbol | ATCX | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-30 | ||
Entity Public Float | $ 198,210,597 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001751143 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 30, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38745 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-0808563 | ||
Entity Address, Address Line One | 13215 Bee Cave Parkway, | ||
Entity Address, Address Line Two | Building B, | ||
Entity Address, Address Line Three | Suite 230, | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78738 | ||
City Area Code | (512) | ||
Local Phone Number | 851-1501 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Houston, Texas | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 38,452,047 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 1,268,253 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
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 |
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 (NOTE 12) | ||
Class A common stock, $0.0001 par value, 400,000,000 shares authorized, 37,832,336 and 33,645,212 shares issued and outstanding at December 30, 2022 and December 31, 2021, respectively | 4 | 3 |
Class B common stock, $0.0001 par value, 100,000,000 shares authorized, 1,346,212 and 3,328,101 shares issued and outstanding at December 30, 2022 and December 31, 2021, respectively | ||
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 30, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 400,000,000 | 400,000,000 |
Common stock, issued shares | 37,832,336 | 33,645,212 |
Common stock, outstanding shares | 37,832,336 | 33,645,212 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 1,346,212 | 3,328,101 |
Common stock, outstanding shares | 1,346,212 | 3,328,101 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 604,765 | $ 538,799 |
Subcontractor costs | (127,691) | (102,035) |
Other costs of revenues | (198,332) | (181,967) |
Gross Profit | 278,742 | 254,797 |
Operating expenses: | ||
Personnel costs and benefits | (137,130) | (128,612) |
Selling, general and administrative | (70,912) | (72,026) |
Change in fair value of earnouts | 1,518 | (2,823) |
Depreciation and amortization | (32,177) | (23,700) |
Total Operating expenses | (238,701) | (227,161) |
Operating income | 40,041 | 27,636 |
Interest expense | (46,363) | (54,817) |
Loss before income taxes | (6,322) | (27,181) |
Income tax expense | (1,748) | (2,524) |
Net loss | (8,070) | (29,705) |
Provision for non-controlling interest | 565 | 13,216 |
Redeemable preferred stock dividends | (5,899) | |
Net loss attributable to Class A common stock shareholders/members | $ (7,505) | $ (22,388) |
Loss per Class A common share (in Dollars per share) | $ (0.21) | $ (0.81) |
Weighted average of shares outstanding: | ||
Class A common shares basic (in Shares) | 36,308,926 | 27,799,511 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - shares | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Class A common shares diluted | 36,308,926 | 27,799,511 |
Consolidated Statements of Othe
Consolidated Statements of Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,070) | $ (29,705) |
Other comprehensive income, net of tax effects: | ||
Change in fair value of derivative instruments | 11,469 | |
Total other comprehensive income | 11,469 | |
Comprehensive income (loss) | 3,399 | (29,705) |
Comprehensive income attributable to non-controlling interest | 491 | 13,216 |
Comprehensive income (loss) attributable to Atlas | $ 3,890 | $ (16,489) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Deficit - USD ($) $ in Thousands | Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income | Non- Controlling Interests | Retained Deficit | Total |
Balance at Dec. 31, 2020 | $ 1 | $ 2 | $ (37,382) | $ (90,566) | $ (6,203) | $ (134,148) | |
Balance (in Shares) at Dec. 31, 2020 | 12,842 | 22,439 | |||||
Equity based compensation, net of share withheld for taxes | 3,042 | 3,042 | |||||
Net loss | (9,701) | (20,004) | (29,705) | ||||
Issuance of Common Stock | 16,007 | 16,007 | |||||
Issuance of Common Stock (in Shares) | 1,693 | ||||||
Conversion of shares | $ 2 | $ (2) | (84,359) | 84,359 | |||
Conversion of shares (in Shares) | 19,111 | (19,111) | |||||
Distribution to Noncontrolling Interests | (787) | (787) | |||||
Dividends on redeemable preferred stock | (3,515) | (2,384) | (5,899) | ||||
Balance at Dec. 31, 2021 | $ 3 | (102,692) | (20,210) | (28,591) | (151,490) | ||
Balance (in Shares) at Dec. 31, 2021 | 33,646 | 3,328 | |||||
Equity based compensation, net of share withheld for taxes | 6,275 | 6,275 | |||||
Net loss | (565) | (7,505) | (8,070) | ||||
Issuance of Common Stock | $ 1 | 16,277 | 16,278 | ||||
Issuance of Common Stock (in Shares) | 2,018 | 186 | |||||
Conversion of shares | |||||||
Conversion of shares (in Shares) | 2,168 | (2,168) | |||||
Distributions to Partners | (822) | (822) | |||||
Other Comprehensive Income | 11,469 | 11,469 | |||||
Balance at Dec. 30, 2022 | $ 4 | $ (80,140) | $ 11,469 | $ (21,597) | $ (36,096) | $ (126,360) | |
Balance (in Shares) at Dec. 30, 2022 | 37,832 | 1,346 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,070) | $ (29,705) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 32,177 | 23,679 |
Equity based compensation expense | 7,404 | 3,627 |
Interest expense, paid in kind | 2,460 | 6,392 |
Gain on sale of property and equipment | (365) | (21) |
Write-off of deferred financing costs related to debt extinguishment | 15,197 | |
Amortization of deferred financing costs | 1,292 | 1,248 |
Provision for bad debts | 1,014 | 36 |
Changes in assets & liabilities: | ||
Decrease (increase) in accounts receivable and unbilled receivable | 2,539 | (2,629) |
(Increase) in prepaid expenses | (7,057) | (1,523) |
(Increase) in other current assets | (1,480) | (187) |
(Decrease) increase in trade accounts payable | (13,330) | 13,261 |
(Decrease) in accrued liabilities | (12,741) | (3,320) |
(Decrease) increase in other current and long-term liabilities | (1,468) | 2,806 |
(Increase) decrease in other long-term assets | (177) | 243 |
Net cash provided by operating activities | 2,198 | 29,104 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (8,410) | (3,956) |
Proceeds from disposal of property and equipment | 440 | 78 |
Purchases of business, net of cash acquired | (30,150) | (32,669) |
Net cash used in investing activities | (38,120) | (36,547) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 26,000 | 496,754 |
Payment of loan acquisition costs | (650) | (8,589) |
Repayments of debt | (3,632) | (294,463) |
Net payments (proceeds) on revolving line of credit | 12,998 | (29,760) |
Payment of contingent earn-out | (2,870) | (1,706) |
Distributions to non-controlling interests | (822) | (787) |
Payments of redeemable preferred stock dividends | (1,185) | |
Repayment of redeemable preferred stock | (156,186) | |
Net cash provided by financing activities | 31,024 | 4,078 |
Net change in cash and equivalents | (4,898) | (3,365) |
Cash and equivalents - beginning of period | 10,697 | 14,062 |
Cash and equivalents - end of period | 5,799 | 10,697 |
Cash paid during the period for: | ||
Interest | 48,653 | 24,927 |
Taxes | 2,034 | 906 |
Capital assets financed | 339 | 6 |
Contingent consideration, share settled | 2,778 | 2,000 |
Payroll taxes, share settled | $ 1,129 | $ 585 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 30, 2022 | |
Organization and Basis of Presentation [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Organization Atlas Technical Consultants, Inc. (the “Company”, “We”, or “Atlas” and formerly named Boxwood Merger Corp. (“Boxwood”)) was a blank check company, incorporated in Delaware on June 28, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or assets. On February 14, 2020 (the “Closing Date”), the Company consummated its acquisition of Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), pursuant to the Unit Purchase Agreement, dated as of August 12, 2019, as amended on January 22, 2020 (the “Purchase Agreement”), by and among the Company, Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Holdings”), Atlas TC Buyer LLC, a wholly-owned subsidiary of Holdings and a Delaware limited liability company (the “Buyer”), Atlas Intermediate and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (the “Seller”). The acquisition of Atlas Intermediate pursuant to the Purchase Agreement, together with the other transactions contemplated by the Purchase Agreement is referred to herein as the “Atlas Business Combination.” Following the consummation of the Atlas Business Combination, the combined company is organized in an “Up-C” structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which the Company’s only direct assets will consist of common units of Holdings (“Holdings Units”). The Company is the sole manager of Holdings in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Holdings (the “Holdings LLC Agreement”) entered into in connection with the consummation of the Atlas Business Combination. The Company has approximately 126 offices in 41 states, employs approximately 3,450 employees, and is headquartered in Austin, Texas. Headquartered in Austin, Texas, we are an infrastructure and environmental solutions company and a provider of professional testing, inspection, engineering, environmental, program management and consulting services, offering solutions to public and private sector clients in the transportation, commercial, water, government, education, industrial, healthcare and power markets. Services are provided throughout the United States and its territories to a broad base of clients, with no single client representing 10% or more of our revenues for either the years ended December 30, 2022 or December 31, 2021. Basis of Presentation The acquisition of Atlas Intermediate has been accounted for as a reverse recapitalization. Under this method of accounting, Atlas is treated as the acquired company and Atlas Intermediate is treated as the acquirer for financial reporting purposes. Therefore, the consolidated financial results include information regarding Atlas Intermediate as the Company’s predecessor entity. Thus, the financial statements included in this report reflect (i) the historical operating results of Atlas Intermediate prior to the Atlas Business Combination; (ii) the combined results of the Company, which does not have any operating results and includes only certain costs such as the compensation for the Company’s board of directors (the “Board”), certain legal fees and taxes, and Atlas Intermediate following the Atlas Business Combination; (iii) the assets, liabilities and members’ capital of Atlas Intermediate at their historical costs; and (iv) the Company’s equity and earnings per share presented for the period from the Closing Date. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (as defined herein), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will no longer be an emerging growth company at the end of fiscal year 2023 based on five years since the date of our initial public offering. Reclassification Certain amounts reported in prior years in the financial statements have been reclassified to conform to the current year’s presentation. On the Consolidated Statements of Operations, certain expense-related financial statement captions were disaggregated in order to provide more transparency in the financial statements. Cost of revenues was broken out into Subtractor costs and Other costs of revenues. Operating expenses was broken out into Personnel costs and benefits, Selling general and administrative, and Depreciation and amortization. This reclassification did not have any impact to our reported net income or cash flows for the year ended December 31, 2021. Fiscal Year The Company’s fiscal year ends on the Friday closest to December 31 with fiscal quarters based on thirteen-week periods ending on the Friday closest to March 31, June 30 and September 30. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounts Receivable and Accrued Billings The Company records its trade accounts receivable and unbilled receivables at their face amounts less allowances. On a periodic basis, the Company monitors the trade accounts receivable and unbilled receivables from its customers for any collectability issues. The allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors. The Company writes off accounts after a determination has been made by management that the amounts at issue are no longer likely to be collected, following the exercise of reasonable collection efforts, and upon management’s determination that the costs of pursuing collection outweigh the likelihood of recovery. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts. As of December 30, 2022 and December 31, 2021, the allowance for trade accounts receivable was $3.0 million and $3.3 million, respectively, while the allowance for unbilled receivables was $0.5 million and $0.6 million, respectively. The allowances reflect the Company’s best estimate of collectability risks on outstanding receivables and unbilled services. Property and Equipment Purchases of new assets and costs of improvement to extend the useful life of existing assets are capitalized. Routine maintenance and repairs are charged to expenses as incurred. When an asset is sold or retired, the costs and related accumulated depreciation and amortization are eliminated from the accounts, and the resulting gains or losses on disposal are recognized in the accompanying Consolidated Statement of Operations. The Company depreciates and amortizes its assets on a straight-line basis over the assets’ useful lives, which range from three to ten years. Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. The Company recognizes an impairment if the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. If an impairment is indicated based on a comparison of the assets’ carrying amounts and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amounts of the assets exceed the respective fair values of the assets. There were no impairment charges for the years ended December 30, 2022 and December 31, 2021. Goodwill Goodwill represents the excess of the cost of net assets acquired over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other, we evaluate goodwill annually for impairment on October 1, or whenever events or changes in circumstances indicate the asset may be impaired, using the quantitative method. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include macroeconomic and industry conditions, cost factors, overall financial performance, and other relevant entity-specific events. If we determine that this threshold is met, then performing the two-step quantitative impairment test is unnecessary. We may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. We determine fair value through the discounted cash flow method. We make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of our reporting units. If the carrying value of our reporting unit exceeds the fair value of our reporting unit, we would calculate the implied fair value as compared to the carrying value to determine the appropriate impairment charge, if any. There were no impairment charges for the years ended December 30, 2022 and December 31, 2021. Revenue Recognition Below is a description of the basic types of contracts from which the Company may earn revenue: Time and Materials Contracts Under the time and materials (“T&M”) arrangements, contract fees are based upon time and materials incurred. The contracts may be structured as basic time and materials, cost plus a margin or time and materials subject to a maximum contract value (the “ceiling”). Due to the potential limitation of the contract’s ceiling, the economic factors of the contracts subject to a ceiling differ from the economic factors of basic T&M and cost-plus contracts. The majority of the Company’s contracts are for projects where it bills the client monthly at hourly billing or unit rates. The billing rates are determined by contract terms. Under cost plus contracts, the Company charges its clients for contract related costs at cost, an agreed upon overhead rate plus a fixed fee or rate. Under time and materials contracts with a ceiling, the Company charges the clients for time and materials based upon the work performed however there is a ceiling or a not to exceed value. There are often instances that a contract is modified to extend the contract value past the original or amended ceiling. As the consideration is variable depending on the outcome of the contract renegotiation, the Company will estimate the total contract price in accordance with the variable consideration guidelines and will only include consideration that it expects to receive from the customer. When the Company is reaching the ceiling, the contract will be renegotiated, or we cease work when the maximum contract value is reached. The Company will continue to work if it is probable that the contract will be extended. The Company is only entitled to consideration for the work it has performed, and the ceiling amount is not a guaranteed contract value. Fixed Price Contracts Under fixed price contracts, the Company’s clients may pay an agreed amount negotiated in advance for a specified scope of work. The Company is guaranteed to receive the consideration to the extent that the Company delivers under the contract. The Company assesses contracts quarterly and may recognize any expected future loss before actually incurring the loss. When the Company is expecting to reach the total consideration under the contract or the scope of work changes, the Company will attempt to negotiate a change order. Change Orders and Claims Change orders are modifications of an original contract that effectively change the provisions of the contract without adding new provisions. Either the Company or its client may initiate change orders. They may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites, and period of completion of the work or changes in the amount of our compensation. Management evaluates when a change order is probable based upon its experience in negotiating change orders, the customer’s written approval of such changes or separate documentation of change order costs that are identifiable. Change orders may take time to be formally documented and terms of such change orders are agreed with the client before the work is performed. Sometimes circumstances require that work progresses before an agreement is reached with the client. If the Company is having difficulties in renegotiating the change order, the Company will stop work if possible, record all costs incurred to date, and determine, on a project-by-project basis, the appropriate final revenue recognition. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from its clients or others for client-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Costs related to change orders and claims are recognized when they are incurred. The Company evaluates claims on an individual basis and recognizes revenue it believes is probable to collect. Performance Obligations The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, is not distinct. However, in some instances, we may also promise to provide distinct goods or services within a contract, resulting in multiple performance obligations. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Typically, we sell a customer a specific service and use the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation. The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on our cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it best depicts the transfer of control to the customer. Contract costs include labor, subcontractors’ costs, and other direct costs. Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed. U.S. Federal Acquisition Regulations The Company has contracts with the U.S. federal, state and local governments that contain provisions requiring compliance with the U.S. Federal Acquisition Regulations (“FAR”). These regulations are generally applicable to all its contracts that are directly funded or partially funded by pass through funds from the U.S. federal government. These provisions limit the recovery of certain specified indirect costs on contracts subject to the FAR. Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of the Company’s government contracts are subject to termination at the convenience of the government. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination. Government contracts that are subject to the FAR are subject to audits performed by the Defense Contract Audit Agency (“DCAA”) and many other state governmental agencies. As such, the Company’s overhead rates, cost proposals, incurred government contract costs and internal control systems are subject to review. During the course of its audits, the DCAA or a state agency may question incurred costs if it believes the Company has accounted for such costs in a manner inconsistent with the requirements of the FAR or Cost Accounting Standards and recommend that the applicable contracting officer disallow such costs. Historically, the Company has not incurred significant disallowed costs because of such audits. However, the Company can provide no assurance that the rate audits will not result in material disallowances of incurred costs in the future. The Company provides for a refund liability to the extent that it expects to refund some of the consideration received from a customer. The liability at December 30, 2022 and December 31, 2021 was $0, respectively. Disaggregation of Revenues As described further in Note 2 “Summary of Significant Accounting Policies”, the Company has one operating segment, Engineering, Testing, Inspection and Other Consultative Services, which reflects how the Company is being managed. The Company provides public and private sector clients with comprehensive support in managing large-scale infrastructure improvement programs including engineering, design, program development/management, compliance services, acquisition, and project control services, as well as construction engineering and inspection and materials testing. All services performed by the Company are rendered in the United States and its territories via two contract types, time and materials or fixed price contracts. Cash Flows The Company has presented its cash flows using the indirect method and considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance limit. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable. These risks primarily relate to the concentration of customers who are large, governmental customers and regional governmental customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements (“ASC 820”), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows: Level 1 — Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that management has the ability to access. Level 2 — Inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Level 3 — Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has various financial instruments, including cash and cash equivalents, accounts receivable and payable, accrued liabilities, and long-term debt. The carrying value of the Company’s cash and cash equivalents, accounts receivable, and payable and accrued liabilities approximate their fair value due to their short-term nature. The Company believes that the aggregate fair values of its long-term debt approximates their carrying amounts as the interest rates on the debt are either reset on a frequent basis or reflect current market rates. See Note 6 for a discussion of interest rate cap fair value. The Company applies the provisions of ASC 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Depending on the size and complexity of the acquisition, the Company may engage a third-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Consolidated Balance Sheet. Changes in the estimated fair value of contingent earnout payments are included in operating expenses in the accompanying Consolidated Statements of Operations. Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees. The contingent earn-out payments are not affected by employment termination. The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. The Company records the current portion of contingent consideration liability within other current liabilities and the noncurrent portion of contingent consideration liability within other long-term liabilities within its Consolidated Balance Sheet. The following table summarizes the changes in the fair value of estimated contingent consideration: Contingent consideration, as of December 31, 2021 $ 31,461 Additions for acquisitions 1,611 Adjustment to liability for changes in fair value (1,518 ) Reduction of liability for payment made (8,426 ) Total contingent consideration, as of December 30, 2022 23,128 Current portion of contingent consideration (14,158 ) Contingent consideration, less current portion $ 8,970 The Company may at its discretion settle the contingent consideration with cash, common shares or a combination of cash and common shares. During the year ended December 30, 2022, we settled a portion of the $8.4 million payment with shares of Class A common stock. Equity Based Compensation The Company recognizes the cost of services received in an equity-based payment transaction with an employee as services are received and records either a corresponding increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria. The measurement objective for these equity awards is the estimated fair value at the grant date of the equity instruments that the Company is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The compensation cost for an award classified as an equity instrument is recognized ratably over the requisite service period, including an estimate of forfeitures. The requisite service period is the period during which an employee is required to provide service in exchange for an award. Equity compensation was $7.4 million and $3.6 million for years ended December 30, 2022 and December 31, 2021, respectively. Income Taxes The Company accounts for income taxes in accordance with the FASB ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections, scheduled reversals of deferred tax amounts, availability of carrybacks, and potential tax planning strategies. Based on our assessment, we have concluded that a portion of the deferred tax assets will not be realized. According to the authoritative guidance on accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. This guidance also addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. Segment The Company has one operating and reporting segment, Engineering, Testing, Inspection and Other Consultative Services. This financial information is reviewed regularly by our chief operating decision maker to assess performance and make decisions regarding the allocation of resources and is equivalent to our consolidated information. Our chief operating decision maker does not review below the consolidated level. Our chief operating decision maker is our Chief Executive Officer. Recent Accounting Pronouncements In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective and we adopted and implemented the standard on January 1, 2022 with a modified retrospective transition approach, as permitted, applying the new standard to all leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The adoption of this standard had a material effect on our balance sheet, the most significant effects relating to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our office, vehicles and equipment operating leases and; (2) providing significant new disclosures about our leasing activities. See Note 14 for further information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326) - Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing after December 15, 2022. The Company is in the process of assessing the impact of this ASU on our consolidated financial statements and disclosures. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 30, 2022 | |
Business Acquisitions [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 3 – BUSINESS ACQUISITIONS In April 2021, the Company acquired Atlantic Engineering Laboratories, Inc. and Atlantic Engineering Laboratories of New York, Inc. (collectively, “AEL”) for cash and an amount of equity consideration totaling $24.5 million, plus an earnout of up to $13.5 million. The Company issued 738,566 shares of Class A common stock to the former owner of AEL, which represented $7.5 million of the total consideration paid. AEL is a materials testing and inspection firm based in Avenel, New Jersey, and provides steel, concrete, soil and other testing and inspection services to a diverse mix of public and private clients primarily in New York and New Jersey. AEL added approximately 290 professionals to the Company’s workforce and is expected to strengthen the Company’s materials testing and inspection services in the Northeast. Total consideration may also be increased or decreased based on results in future years. Final value will be subject to the resolution of certain contingencies. In July 2021, the Company acquired O’Neill Services Group (“O’Neill), a quality assurance and environmental services firm that services clients throughout the Pacific Northwest. O’Neill, headquartered in Redmond, Washington, employs 90 people and received $24.4 million in the form of cash and stock consideration, plus an earnout of up to $16.0 million. The Company issued 653,728 shares of Class A common stock which represented $6.5 million of the total consideration received. Total consideration may also be increased or decreased based on results in future years. Final value will be subject to the resolution of certain contingencies. In March 2022, the Company acquired TranSmart Technologies, Inc. (“TranSmart”) for an initial purchase price of $26.3 million which was paid in a combination of cash and shares of our Class A common stock, plus an earnout of up to $7.0 million. TranSmart specializes in Intelligent Transportation Systems (ITS) and engineering for transportation agencies and customers throughout the Midwest. TranSmart was founded in 1986 and is headquartered in Chicago, Illinois employs approximately 100 employees specializing in ITS, engineering, design and construction/program management services. The Company issued 872,752 of Class A common stock which represented $9.5 million of the total consideration received. Total consideration may also be increased or decreased based on results in future years. Final value will be subject to the resolution of certain contingencies. In March 2022, the Company acquired 1 Alliance Geomatics, LLC (“1 Alliance”) for an initial purchase price of $17.5 million which was paid in a combination of cash and shares of our Class A common stock, plus an earnout of up to $8.3 million. 1 Alliance is a provider of geospatial services to transportation and water resources clients from its four offices within the Pacific Northwest. 1 Alliance, based in Bellevue, Washington, was founded in 2012 and employs approximately 70 people. The Company issued 355,649 of Class A common stock which represented $4.0 million of the total consideration received. Total consideration may also be increased or decreased based on results in future years. Final value will be subject to the resolution of certain contingencies. Acquisition costs of approximately $0.5 million and $1.1 million have been expensed in the years ended December 30, 2022 and December 31, 2021, respectively, in the Consolidated Statement of Operations within operating expenses. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition (in thousands): AEL O’Neill TranSmart 1 Alliance Cash $ 684 $ 1,608 1,199 1,396 Accounts receivable 6,026 4,201 6,072 2,374 Unbilled receivable 858 - 2,229 2,212 Property and equipment 52 1,049 304 1,692 Other current and long-term assets 130 - 143 166 Intangible assets 13,816 22,735 18,063 8,608 Liabilities (3,065 ) (1,546 ) (1,961 ) (806 ) Net assets acquired $ 18,501 28,047 26,049 15,642 Consideration paid (cash and equity consideration) $ 24,502 $ 24,369 25,857 16,332 Contingent earnout liability at fair value (cash) 7,045 7,106 477 1,134 Total Consideration 31,547 31,475 26,334 17,466 Excess consideration over the amounts assigned to the net assets acquired (goodwill) $ 13,046 3,428 285 1,824 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET The Company depreciates and amortizes its assets on a straight-line basis over the assets’ useful lives, which range from three to ten years. Property and equipment consist of the following: December 30, December 31, Average 2022 2021 Life Furniture and fixtures $ 4,748 $ 3,914 3-5 years Equipment and vehicles 42,878 39,222 3-10 years Computers 23,885 21,055 3-7 years Leasehold improvements 6,179 5,925 3-5 years Construction in progress 1,912 980 Accumulated depreciation and amortization (64,574 ) (57,339 ) $ 15,028 $ 13,757 Depreciation and amortization expense, related to property and equipment, was $8.9 million and $6.0 million for the years ended December 30, 2022 and December 31, 2021, respectively. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 30, 2022 | |
Goodwill and Intangibles [Abstract] | |
GOODWILL AND INTANGIBLES | NOTE 5 – GOODWILL AND INTANGIBLES The carrying amount, including changes therein, of goodwill was as follows: Balance as of December 31, 2021 $ 124,348 Acquisitions 2,109 Measurement period adjustments 236 Balance as of December 30, 2022 $ 126,693 The Company did not recognize any impairments of goodwill during the years ended December 30, 2022 or December 31, 2021. Intangible assets as of December 30, 2022 and December 31, 2021 consist of the following: December 30, 2022 December 31, 2021 Remaining Gross Accumulated Net book Gross Accumulated Net book useful life Definite life intangible assets: Customer relationships $ 174,026 $ (63,713 ) $ 110,313 $ 149,917 $ (47,310 ) $ 102,607 7.1 Tradenames 28,143 (23,978 ) 4,165 25,580 (20,890 ) 4,690 1.7 Non-competes 600 (600 ) - 600 (583 ) 17 0.0 Total intangibles $ 202,769 $ (88,291 ) $ 114,478 $ 176,097 $ (68,783 ) $ 107,314 Amortization expense was $19.5 million and $15.2 million for the years ended December 30, 2022 and December 31, 2021, respectively. Amortization of intangible assets for the next five years and thereafter is expected to be as follows: 2023 $ 19,574 2024 18,224 2025 17,083 2026 16,905 2027 15,247 Thereafter 27,445 $ 114,478 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 30, 2022 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 6 – LONG-TERM DEBT On February 25, 2021, Atlas Intermediate, as the borrower, entered into two new credit facilities consisting of (i) a $432.0 million senior secured term loan at closing and, subject to the satisfaction of certain terms and conditions, a committed delayed draw term loan facility to be used for future acquisitions, within 18 month of February 25, 2021 and subject to certain conditions, in an aggregate principal amount of up to $75.0 million, of which $61 million has been used ($26.0 million in connection with the acquisitions in the first quarter of 2022) and the remaining $14 million is unavailable as the 18 month period has expired, and an uncommitted incremental term loan facility that may be incurred after closing (the “Term Loan”) pursuant to a Credit Agreement dated February 25, 2021, by and among Holdings, Atlas Intermediate, Wilmington Trust, National Association, as administrative agent and collateral agent, and certain lenders thereto, including certain Blackstone entities, which may include, Blackstone Alternative Credit Advisors LP, and its managed funds and accounts, and its affiliates, Blackstone Holdings Finance Co. L.L.C. and its affiliates, and/or certain other of their respective funds, accounts, clients managed, advised or sub-advised, or any of their respective affiliates (the “Term Loan Agreement”) and (ii) a $40.0 million senior secured revolver which aggregate principal amount may be increased, subject to the satisfaction of certain terms and conditions, including obtaining commitments therefor, by up to $20.0 million (the “Revolver”) pursuant to the Credit Agreement dated February 25, 2021, by and among Holdings, Intermediate, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, issuing bank, lender, sole bookrunner and sole lead arranger (the “ABL Revolver Agreement,” and together with the Term Loan Agreement, collectively the “Credit Agreements”). The Term Loan Agreement refinances the Atlas Credit Agreement dated as of February 14, 2020, with Macquarie Capital Funding LLC, as administrative agent and certain lenders, which repayment was effectuated partially in cash and partially by way of a cashless exchange of existing term loans and preferred equity for Term Loans. The Term Loan Agreement and ABL Revolver Agreement are collectively referred to as the “Credit Agreements” by the Company. The initial Term Loan will mature on February 25, 2028 and the Revolver will mature on February 25, 2026. On August 4, 2022, Holdings, Intermediate, certain subsidiaries of Holdings (collectively with Holdings and Intermediate, the “Loan Parties”) and the Administrative Agent (as defined below) entered into the First Amendment to Credit Agreement (the “Credit Agreement Amendment”), which amends that certain Credit Agreement, dated as of February 25, 2021 by and among the Loan Parties and JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, issuing bank, lender, sole bookrunner and sole lead arranger (the “Administrative Agent”). The Credit Agreement Amendment amended the Credit Agreement to, among other matters, increase the revolving credit facility thereunder by $20.0 million to an aggregate principal amount of $60.0 million. Interest on any outstanding borrowings is payable monthly under the ABL Revolver Agreement, quarterly under the Term Loan Agreement or, in each case, at the end of the applicable interest period in arrears. The cash interest rates under the Term Loan Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the Term Loan Agreement), plus 5.50%, or (ii) an Alternate Base Rate (as defined in the Term Loan Agreement), plus 4.50%. In addition, the term loan requires an additional 2.0% interest that can be made at the option of the Company in cash or payment-in-kind (PIK). The interest rates under the ABL Revolver Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the ABL Revolver Agreement), plus 2.50%, or (ii) the ABR (as defined in the ABL Revolver Agreement), plus 1.50%. The Credit Agreements are guaranteed by Holdings and secured by (i) in the case of the ABL Revolver Agreement, a first priority security interest in the current assets, including accounts receivable, of Holdings, Intermediate and its subsidiaries and (ii) in the case of the Term Loan Agreement, a pledge of the equity interests of the subsidiaries of Holdings and Intermediate, and subject to the first lien security interest on current assets under the Revolver, a first priority lien on substantially all other assets of Holdings, Intermediate and all of their direct and indirect subsidiaries. The Term Loan Agreement contains a financial covenant which requires Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Total Net Leverage Ratio (as defined in each Credit Agreement) tested on a quarterly basis that does not exceed (i) 8.25 to 1.00 with respect to the fiscal quarters ending on April 2, 2021 and July 2, 2021, (ii) 8.00 to 1.00 for the fiscal quarters ending October 1, 2021 and December 31, 2021, (iii) 7.50 to 1.00 for the fiscal quarters ending April 1, 2022 and July 1, 2022, (iv) 7.25 to 1.00 for the fiscal quarters ending September 30, 2022 and December 30, 2022, (v) 7.00 to 1.00 for the fiscal quarters ending March 31, 2023 and June 30, 2023, (vi) 6.75 to 1.00 for the fiscal quarters ending September 29, 2023 and December 29, 2023, and (vii) 6.50 to 1.00 for March 29, 2024 and each fiscal quarter ending thereafter. The ABL Revolver Agreement contains a “springing” financial covenant which requires Holdings, Intermediate and all their direct and indirect subsidiaries on a consolidated basis to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Revolver Agreement) of no less than 1.10 to 1.00 when the outstanding principal amount of loans under the Revolver exceeds $0 or the aggregate exposure for letters of credit under the Revolver exceeds $5.0 million. The Company has been in compliance with the terms of the Atlas Credit Facility and Atlas Credit Agreement as of December 30, 2022 and December 31, 2021, respectively. Long-term debt consisted of the following: December 30, December 31, Atlas 2021 credit agreement - term loan $ 489,368 $ 467,000 Atlas 2021 credit agreement – revolving 12,998 - Atlas 2021 credit agreement – PIK 8,852 6,392 Subtotal 511,218 473,392 Less: Loan costs, net (6,951 ) (7,593 ) Less current maturities of long-term debt (4,930 ) (3,606 ) Long-term debt $ 499,337 $ 462,193 Aggregate principal payments on debt subsequent to December 30, 2022, are as follows (amounts in thousands): 2023 $ 4,930 2024 4,930 2025 4,930 2026 4,930 2027 4,930 Thereafter 486,568 $ 511,218 The 2021 Atlas Credit agreement requires annual amortization of principal and interest amounts of 1% or 2.5% depending on certain ratios. The Company is currently within the ratio that requires 1% annual amortization and expects to remain at the 1% level. Principal repayments commenced during the Company’s second quarter 2022. Interest Rate Cap The Company is exposed to fluctuations in interest rates on its senior secured credit facilities. Changes in interest rates will not affect the market value of such debt but will affect the Company’s interest payments over the term of the loans. Likewise, an increase in interest rates could have a material impact on the Company’s cash flow. The Company hedges the interest rate fluctuations on debt obligations through an interest rate cap agreement. The Company records this agreement at fair value as an asset in its consolidated balance sheet. Based on the inherent nature of an interest rate cap, the instrument can never result in a liability to the Company. As the derivative is designated and qualifies as a cash flow hedge, the gains or losses on the interest rate cap agreement are recorded in stockholders’ equity as a component of OCI, net of tax. Reclassifications of the gains and losses on the interest rate cap agreement into earnings are recorded as part of interest expense in the consolidated statements of operations as the Company makes its interest payments on the hedged portion of its senior secured credit facilities. Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices. In June 2022, the Company entered into a deferred premium interest rate cap which limits the Adjusted LIBOR rate noted above to 3%. The interest rate cap hedges $500.0 million of debt and has a three-year term and will be paid for monthly at an annual rate of 0.69% or approximately $10.5 million over the three-year period. This interest rate cap limits the overall interest rate on the Term Loan from exceeding 11.2% (Adjusted LIBOR of 3% maximum plus 5.50% plus the additional 2.0% cash or payment-in-kind plus the 0.69% cost of the interest rate cap). The Company uses interest rate related derivative instruments to manage its exposure to changes in interest rates on its variable-rate debt instruments. The Company does not speculate using derivative instruments. By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is an asset, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is a liability, the Company owes the counterparty and therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high quality counterparties. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features. Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with the Company’s derivative instruments is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. As a result, the Company initially recorded an asset and a corresponding liability of $10.5 million representing the fair value of the interest rate cap and the remaining payments of the deferred premium. Six monthly payments have been made as of December 30, 2022. The fair value of the interest rate cap as of December 30, 2022 increased by $9.1 million and therefore there was a gain of $11.5 million recorded in OCI for the year ended December 30, 2022. The asset is included in other long-term assets and the liability is recorded as an other current liability of $3.4 million and an other long-term liability of $4.9 million as of December 30, 2022. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7 – SHAREHOLDERS’ DEFICIT Shares Outstanding The following table summarizes the changes in the outstanding stock from December 31, 2021 through December 30, 2022: Class A Class B Beginning balance at December 31, 2021 33,645,212 3,328,101 Issuances 2,018,867 186,368 Transfers to Class A from Class B 2,168,257 (2,168,257 ) Shares Outstanding at December 30, 2022 37,832,336 1,346,212 Class A Common Stock Class B Common Stock Non-controlling Interest As of December 30, 2022 and December 31, 2021, the Company ownership and voting structure was comprised of holders of our Class A common stock that participate 100% in the results of Atlas Technical Consultants, Inc. and 96.6% and 91.0%, respectively, in Atlas Intermediate and its subsidiaries and holders of our Class B common stock that participate in the results of Atlas Intermediate and its subsidiaries until their Class B common stock is converted to Class A common stock. The holders of our Class B common stock participate in 3.4% and 9.0% as of December 30, 2022 and December 31, 2021, respectively, of Atlas Intermediate and its subsidiaries. Due to the participation of the holders of our Class B common stock in the results of Atlas Intermediate and subsidiaries, a non-controlling interest was deemed to exist. Non-controlling ownership interests in Atlas Intermediate and its subsidiaries are presented in the Consolidated Balance Sheet within shareholders’ equity as a separate component. In addition, consolidated net income includes earnings attributable to both the shareholders and the non-controlling interests. We have distributed $0.8 million and $0.8 million during the years ended December 30, 2022 and December 31, 2021, respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 8 – LOSS PER SHARE Loss per share was calculated as follows: For the Year Ended December 30, December 31, Numerator: Net loss $ (8,070 ) $ (29,705 ) Provision for non-controlling interest 565 13,216 Redeemable preferred stock dividends - (5,899 ) Net loss attributable to Class A common shares - basic and diluted $ (7,505 ) $ (22,388 ) Denominator: Weighted average shares outstanding - basic and diluted 36,308,926 27,799,511 Net loss per Class A common share, basic and diluted $ (0.21 ) $ (0.81 ) The Class B common shares are excluded as these shareholders do not share in the income of Atlas Technical Consultants, Inc. and represent a non-controlling interest in the results of Atlas Intermediate and its subsidiaries. Please refer to Note 7 “Shareholders’ Deficit” for further information. |
Equity Based Compensation
Equity Based Compensation | 12 Months Ended |
Dec. 30, 2022 | |
Equity Based Compensation [Abstract] | |
EQUITY BASED COMPENSATION | NOTE 9 – EQUITY BASED COMPENSATION Equity based compensation was $7.4 million and $3.6 million for the years ended December 30, 2022 and December 31, 2021, respectively. The Company granted restricted stock units (“RSUs”) and performance stock units (“PSUs”) during 2022 and 2021 to reward, motivate and retain selected management personnel. An additional grant of RSUs was made to a member of the Company’s leadership team on December 31, 2020 to reflect an increase in responsibility. The Company granted its Board of Directors RSUs during 2022 and 2021 as part of their annual board compensation packages. The Company estimates forfeitures of its stock awards. Actual forfeitures may differ from those estimates. The Company currently estimates its forfeitures as 3% of the RSUs awards granted each year but will continue to reassess its estimate on a quarterly basis. Restricted and Performance Share Units During the second quarters of 2021 and 2020, the Company awarded 378,353 and 510,136 restricted share units (“RSUs”) to approximately ninety employees at a grant day fair market value of $11.42 and $8.95 per share, respectively. The Company estimates the fair value of the RSUs as the closing price of the Company’s Class A common stock on the grant date of the award, which is expensed over the applicable vesting period. The fair market value on the date of issuance was $4.3 million and $4.6 million for the 2021 and 2020 grants, respectively. The vesting period for these RSUs is equal annual tranches, pro-ratably over three years, and there is no performance requirement attached to the RSUs other than continued service to the Company. During the first and second quarters of 2022, the Company awarded grants of 92,649, 483,025, 3,851, and 74,189 restricted share units (“RSUs”) at a grant day fair market value of $11.32, $12.21, $6.43 and $5.26 per share, respectively. The Company estimates the fair value of the RSUs as the closing price of the Company’s Class A common stock on the grant date of the award, which is expensed over the applicable vesting period. The fair market value on the date of issuance was $7.1 million for the 2022 grants. The vesting period for these RSUs is equal annual tranches, pro-ratably over three years, and there is no performance requirement attached to the RSUs other than continued service to the Company. On January 29, 2021, the Company granted to a member of its executive team 75,000 RSUs of the Company’s Class A common stock, par value $0.0001, retroactive to December 31, 2020. The value of these RSUs approximated $0.5 million and is set to cliff vest on December 31, 2022. On March 3, 2021, the Company granted to its Board of Directors 54,053 RSUs with a one-year vesting period and a grant date fair market value of $9.00 per share. There are no performance requirements to these RSUs other than continued service to the Company throughout the one-year vesting period. The value of this grant was $0.5 million. On March 18, 2022, the Company granted to its Board of Directors 53,261 RSUs with a one-year vesting period and a grant date fair market value of $12.21 per share. There are no performance requirements to these RSUs other than continued service to the Company throughout the one-year vesting period. The value of this grant was $0.7 million. During the second quarter of 2021, the Company awarded 182,763 performance share units (“PSUs”) to its leadership team. The PSUs have both performance and market conditions that are required to be met for the shares to vest. The split between performance and market conditions is approximately 66.7% and 33.3%, respectively. If the conditions are met, the shares will cliff vest on the third anniversary of the award date. The Company has accounted for the portion of the award tied to the achievement of performance conditions based upon share price of $11.38 on the date of issuance and the probable number of shares anticipated to vest and accounted for the shares tied to market conditions based upon the fair market value as calculated in a Monte Carlo simulation. The Company will assess the probability of the performance conditions being achieved each quarter and adjust recorded stock compensation expense as appropriate. The fair market value as of the grant date was $1.4 million and $1.2 million for the performance and market based share units, respectively. On March 18, 2022, the Company awarded 170,570 performance share units (“PSUs”) to its leadership team. The PSUs have both performance and market conditions that are required to be met for the shares to vest. The split between performance and market conditions is approximately 66.7% and 33.3%, respectively. If the conditions are met, the shares will cliff vest on the third anniversary of the award date. The Company has accounted for the portion of the award tied to the achievement of performance conditions based upon share price of $12.21 on the date of issuance and the probable number of shares anticipated to vest and accounted for the shares tied to market conditions based upon the fair market value as calculated in a Monte Carlo simulation. The Company will assess the probability of the performance conditions being achieved each quarter and adjust recorded stock compensation expense as appropriate. The fair market value as of the grant date was $1.4 million and $1.1 million for the performance and market based share units, respectively. The Company estimates forfeitures of its stock awards. Actual forfeitures may differ from those estimates. The Company currently estimates its forfeitures as 3% of the RSUs awards granted each year but will continue to reassess its estimate on a quarterly basis. A summary of our RSU and PSU activity is as follows: RSU PSU Number of Weighted-Average Number of Weighted-Average Nonvested balance as of December 31, 2020 585 8.70 - - Granted 432 11.12 183 14.06 Vested (159 ) 8.95 - Forfeited (12 ) 8.95 - Estimated forfeiture (27 ) 10.00 - Nonvested balance as of December 31, 2021 819 $ 9.88 183 $ 14.06 Granted 746 11.26 171 14.61 Vested (412 ) 9.53 (5 ) 14.09 Forfeited (104 ) 10.97 (27 ) 14.27 Estimated forfeiture (22 ) - - - Nonvested balance as of December 30, 2022 1,027 $ 11.13 322 $ 14.33 Price-Vested Stock Options During the third quarter of 2021, the Company awarded 547,943 of price-vested stock options (the “options” or “stock options”) in aggregate to its Chief Executive, Chief Financial, and Chief Strategy Officers (collectively the “option awardees”). These options vested equally in four tranches on the second, third, fourth and fifth anniversary of the option grant date and is dependent upon the option awardees remaining employed by the Company and the stock price on the applicable tranche anniversary to be equal to or exceed a prescribed share price within the stock option agreement. The strike price of each option for each tranche is $10.50, which was the Company’s closing stock price on the option grant date. The Company has valued the options at fair market value based upon a Monte Carlo with Geometric Brown Motion simulation and will recognize the compensation cost for each tranche over a range of 5.17 to 5.93 years with values per option ranging from $2.29 to $3.55. The fair market value of the options as of the grant date was $1.6 million. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 10 – RELATED-PARTY TRANSACTIONS During the years ended December 30, 2022 and December 31, 2021, the Company leased office space at fair value from former owners of acquired companies that became shareholders and/or officers of the Company. The Company recognized lease expenses under these leases within the Consolidated Statements of Operations in the amount of $0.8 million and $0.9 million for the years ended December 30, 2022 and December 31, 2021, respectively. During the years ended December 30, 2022 and December 31, 2021, the Company performed certain environmental consulting work for an affiliate of one of its principal shareholders or members and collected fees related to these services in the amount of $0.1 million and $0.1 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 30, 2022 | |
Employee Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLANS | NOTE 11 – EMPLOYEE BENEFIT PLANS The Company maintains employee savings plans which allow for voluntary contributions into designated investment funds by eligible employees. The Company may, at the discretion of the Board, make additional contributions to these plans. The Company has made total contributions of $6.7 million and $7.6 million for the years ended December 30, 2022 and December 31, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES The Company is subject to certain claims and lawsuits typically filed against engineering companies, alleging primarily professional errors or omissions. The Company carries professional liability insurance, subject to certain deductibles and policy limits, against such claims. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on its financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 30, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES We are organized as an umbrella partnership C-Corporation structure also known as an “Up-C” structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which our only direct assets consist of common units of Holdings. We are the sole manager of Holdings in accordance with the terms of the Holdings LLC Agreement. Previously, Atlas Intermediate was treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the partners and members. As such, no recognition of federal or state income taxes have been provided for in the accompanying consolidated financial statements except for income taxes relating to the C-Corp subsidiaries directly owned by Atlas Intermediate and the State of Texas Margin tax. Income taxes relating to Atlas Technical Consulting, Inc, the C-Corps owned directly by Atlas Intermediate and the State of Texas Margin tax are considered within the provision of non-controlling interest as it is generated through the results of Atlas Intermediate and its subsidiaries. (Loss) before income taxes was follows: For the Year Ended December 30, December 31, 2022 2021 United States $ (6,322 ) $ (27,181 ) Income tax expense (benefit) consisted of the following: For the Year Ended December 30, December 31, 2022 2021 Current: Federal $ 579 $ 854 State 790 1,095 Total current income tax expense 1,369 1,949 Deferred: Federal 295 (2,571 ) State 84 3,146 Total deferred income tax expense 379 575 Total income tax expense $ 1,748 $ 2,524 Temporary differences comprising the net deferred income tax asset shown on the accompanying consolidated balance sheets were as follows: December 30, December 31, Deferred Tax Assets: Basis difference in flow-through entity $ 88,355 $ 83,744 Transaction costs 4,568 4,568 Accruals and reserves 10,493 458 Loss carryforwards 2,113 6,535 Valuation allowance (104,790 ) (94,517 ) Total deferred tax assets 739 788 Deferred Tax Liabilities: Basis difference in flow-through entity (2,657 ) (2,511 ) Goodwill (721 ) (537 ) Total deferred tax liabilities (3,378 ) (3,048 ) Net deferred tax liabilities $ (2,639 ) $ (2,260 ) Our effective tax rate from continuing operations was (27.6%) and (9.3%) for the periods ending December 30, 2022 and December 31, 2021, respectively. Reconciliation between the amount determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations and income tax expense is attributable to changes in our mix of pre-tax losses/earnings, valuation allowance and the effect of non-controlling interest in income of consolidated subsidiaries. The Company provides a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Based on this evaluation, as of December 30, 2022 and December 31, 2021, it is more likely than not that a portion of the existing deferred tax assets will not be realized. As such, the Company has recorded valuation allowances of approximately $104.8 million and $94.5 million, as of December 30, 2022 and December 31, 2021, respectively, to reduce net deferred tax assets to an amount that management believes is more than likely to be realized. The Company had no unrecognized tax benefits as of December 30, 2022 or December 31, 2021. Interest and, if applicable, penalties are recognized related to unrecognized tax benefits in income tax expense. There are no accruals for interest and penalties as of December 30, 2022 or December 31, 2021. The Company is subject to income taxation by both federal and state taxing authorities. Income tax returns for the years ended December 31, 2021, 2020, 2019, 2018 and 2017 are open to audit by federal and state taxing authorities. At December 30, 2022 and December 31, 2021, the Company had federal net operating loss carry-forwards (“NOLs”) of approximately $6.4 million and $24.6 million, respectively. A portion of the federal net operating loss carryforward was incurred prior to the enactment of the 2017 Tax Cuts and Jobs Act 2017 Tax Cuts and Jobs Act |
Leases
Leases | 12 Months Ended |
Dec. 30, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 14 – LEASES The Company determines whether contractual arrangements contain a lease by evaluating whether those arrangements either implicitly or explicitly identify an asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the term of the arrangement, and whether the Company has the right to direct the use of the asset. The Company has entered into various operating leases primarily for office space, vehicles and office equipment. The office space leases generally have fixed payments with expiration dates ranging from 2022 to 2026, some of which have options to extend the leases from 5 to 10 years and some have options to terminate at the Company’s discretion. The Company’s vehicle and office equipment leases generally have fixed payments with expiration dates ranging from 2022 to 2026. Renewal options are included in the lease term if it is reasonably certain that the Company will exercise those options. Periods for which the Company is reasonably certain not to exercise termination options are also included in the lease term. For leases with a term of 12 months or less, the Company has made an accounting policy election to not recognize right-of-use (ROU) assets or lease liabilities for qualifying leases. For these leases, the Company recognizes lease expense on a straight-line basis over the lease term. The Company has certain agreements with lease and non-lease components, such as office space leases, which are combined as a single lease component based on the Company’s practical expedient election. The Company’s real estate leases require that it pay maintenance in addition to rent. Additionally, the real estate leases generally require payment of real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable and based on actual costs incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the ROU asset and lease liability. Discount Rate The discount rate for a lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company is required to use its incremental borrowing rate, which is the rate the Registrants would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. The Company uses the secured rate which corresponds with the term of the applicable lease. The following table provides the components of lease cost for the Company’s operating leases for the year ended December 30 (in thousands): 2022 Lease cost: Operating lease cost $ 12,745 Short-term lease cost 690 Total lease cost $ 13,435 The following table provides other key information related to the Company’s operating leases at December 30 (in thousands): 2022 Cash paid for amounts included in the measurement of lease liabilities $ - Operating cash flows from operating leases 12,462 Right-of-use asset obtained in exchange for new operating lease liabilities $ 12,462 The following table provides the total future minimum rental payments for operating leases, as well as a reconciliation of these undiscounted cash flows to the lease liabilities recognized on the Balance Sheets as of December 30, 2022 (in thousands). Operating 2023 $ 12,164 2024 8,069 2025 4,085 2026 2,654 2027 1,334 Thereafter 2,513 Total $ 30,819 Less: Present value discount (3,049 ) Lease liability $ 27,770 Weighted-average discount rate 5.48 % Weighted-average remaining lease term (in years) 3.58 Current lease liabilities (included in other current liabilities) $ 10,969 Non-current lease liabilities (included in other long-term liabilities) $ 16,801 Right-of-use assets (included in other long-term assets) $ 26,158 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Merger Agreement On January 30, 2023, Atlas Technical Consultants, Inc., a Delaware corporation (“Atlas” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GI Apple Midco LLC, a Delaware limited liability company (“Parent”) and GI Apple Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger. Parent and Merger Sub are controlled by investment funds advised by GI Manager L.P. (“GI Partners”). The Company’s board of directors (the “Board”) has unanimously determined that the Merger Agreement is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof and resolved to recommend that the Company’s stockholders adopt the Merger Agreement. Solicitation From and after January 30, 2023, the Company must comply with customary non-solicitation restrictions, except that the Company may engage in discussions, negotiations and other otherwise prohibited activities with any party from which the Company receives an unsolicited competing acquisition proposal that the Board determines constitutes, or would reasonably likely lead to, a Superior Proposal (as defined in the Merger Agreement) and if the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties. Subject to certain exceptions, the Board is required to recommend that the Company’s stockholders adopt the Merger Agreement and may not withhold, withdraw, amend, qualify or modify in a manner adverse to Parent such recommendation or take certain similar actions that are referred to in the Merger Agreement as a “Company Board Recommendation Change”. However, the Board may, before the adoption of the Merger Agreement by the Company’s stockholders, make a Company Board Recommendation Change in connection with a Superior Proposal or Intervening Event (as defined in the Merger Agreement) if the Company complies with certain notice and other requirements set forth in the Merger Agreement. Upon closing, the Company will no longer be a publicly traded company. Financing Funds advised by GI Partners each committed to provide capital to Parent with an equity contribution of $1,068,000,000, subject to the terms and conditions set forth in the equity commitment letter, and have each agreed to fund certain other obligations of Parent and Merger Sub in connection with the Merger, including payment of a termination fee of $45,750,000 from Parent, subject to the terms and conditions set forth in that certain limited guarantee agreement in favor of the Company. The net proceeds contemplated by the equity commitment letter will in the aggregate be sufficient for Parent and Merger Sub to pay the aggregate Per Share Price, the equity award consideration and any other amount (including fees or expenses) required to be paid by Parent or Merger Sub in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 30, 2022 | |
Accounting Policies [Abstract] | |
Accounts Receivable and Accrued Billings | Accounts Receivable and Accrued Billings The Company records its trade accounts receivable and unbilled receivables at their face amounts less allowances. On a periodic basis, the Company monitors the trade accounts receivable and unbilled receivables from its customers for any collectability issues. The allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors. The Company writes off accounts after a determination has been made by management that the amounts at issue are no longer likely to be collected, following the exercise of reasonable collection efforts, and upon management’s determination that the costs of pursuing collection outweigh the likelihood of recovery. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts. As of December 30, 2022 and December 31, 2021, the allowance for trade accounts receivable was $3.0 million and $3.3 million, respectively, while the allowance for unbilled receivables was $0.5 million and $0.6 million, respectively. The allowances reflect the Company’s best estimate of collectability risks on outstanding receivables and unbilled services. |
Property and Equipment | Property and Equipment Purchases of new assets and costs of improvement to extend the useful life of existing assets are capitalized. Routine maintenance and repairs are charged to expenses as incurred. When an asset is sold or retired, the costs and related accumulated depreciation and amortization are eliminated from the accounts, and the resulting gains or losses on disposal are recognized in the accompanying Consolidated Statement of Operations. The Company depreciates and amortizes its assets on a straight-line basis over the assets’ useful lives, which range from three to ten years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. The Company recognizes an impairment if the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. If an impairment is indicated based on a comparison of the assets’ carrying amounts and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amounts of the assets exceed the respective fair values of the assets. There were no impairment charges for the years ended December 30, 2022 and December 31, 2021. |
Goodwill | Goodwill Goodwill represents the excess of the cost of net assets acquired over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other, we evaluate goodwill annually for impairment on October 1, or whenever events or changes in circumstances indicate the asset may be impaired, using the quantitative method. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include macroeconomic and industry conditions, cost factors, overall financial performance, and other relevant entity-specific events. If we determine that this threshold is met, then performing the two-step quantitative impairment test is unnecessary. We may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. We determine fair value through the discounted cash flow method. We make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of our reporting units. If the carrying value of our reporting unit exceeds the fair value of our reporting unit, we would calculate the implied fair value as compared to the carrying value to determine the appropriate impairment charge, if any. There were no impairment charges for the years ended December 30, 2022 and December 31, 2021. |
Revenue Recognition | Revenue Recognition Below is a description of the basic types of contracts from which the Company may earn revenue: |
Time and Materials Contracts | Time and Materials Contracts Under the time and materials (“T&M”) arrangements, contract fees are based upon time and materials incurred. The contracts may be structured as basic time and materials, cost plus a margin or time and materials subject to a maximum contract value (the “ceiling”). Due to the potential limitation of the contract’s ceiling, the economic factors of the contracts subject to a ceiling differ from the economic factors of basic T&M and cost-plus contracts. The majority of the Company’s contracts are for projects where it bills the client monthly at hourly billing or unit rates. The billing rates are determined by contract terms. Under cost plus contracts, the Company charges its clients for contract related costs at cost, an agreed upon overhead rate plus a fixed fee or rate. Under time and materials contracts with a ceiling, the Company charges the clients for time and materials based upon the work performed however there is a ceiling or a not to exceed value. There are often instances that a contract is modified to extend the contract value past the original or amended ceiling. As the consideration is variable depending on the outcome of the contract renegotiation, the Company will estimate the total contract price in accordance with the variable consideration guidelines and will only include consideration that it expects to receive from the customer. When the Company is reaching the ceiling, the contract will be renegotiated, or we cease work when the maximum contract value is reached. The Company will continue to work if it is probable that the contract will be extended. The Company is only entitled to consideration for the work it has performed, and the ceiling amount is not a guaranteed contract value. |
Fixed Price Contracts | Fixed Price Contracts Under fixed price contracts, the Company’s clients may pay an agreed amount negotiated in advance for a specified scope of work. The Company is guaranteed to receive the consideration to the extent that the Company delivers under the contract. The Company assesses contracts quarterly and may recognize any expected future loss before actually incurring the loss. When the Company is expecting to reach the total consideration under the contract or the scope of work changes, the Company will attempt to negotiate a change order. |
Change Orders and Claims | Change Orders and Claims Change orders are modifications of an original contract that effectively change the provisions of the contract without adding new provisions. Either the Company or its client may initiate change orders. They may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites, and period of completion of the work or changes in the amount of our compensation. Management evaluates when a change order is probable based upon its experience in negotiating change orders, the customer’s written approval of such changes or separate documentation of change order costs that are identifiable. Change orders may take time to be formally documented and terms of such change orders are agreed with the client before the work is performed. Sometimes circumstances require that work progresses before an agreement is reached with the client. If the Company is having difficulties in renegotiating the change order, the Company will stop work if possible, record all costs incurred to date, and determine, on a project-by-project basis, the appropriate final revenue recognition. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from its clients or others for client-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Costs related to change orders and claims are recognized when they are incurred. The Company evaluates claims on an individual basis and recognizes revenue it believes is probable to collect. |
Performance Obligations | Performance Obligations The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, is not distinct. However, in some instances, we may also promise to provide distinct goods or services within a contract, resulting in multiple performance obligations. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Typically, we sell a customer a specific service and use the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation. The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on our cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it best depicts the transfer of control to the customer. Contract costs include labor, subcontractors’ costs, and other direct costs. Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed. |
U.S. Federal Acquisition Regulations | U.S. Federal Acquisition Regulations The Company has contracts with the U.S. federal, state and local governments that contain provisions requiring compliance with the U.S. Federal Acquisition Regulations (“FAR”). These regulations are generally applicable to all its contracts that are directly funded or partially funded by pass through funds from the U.S. federal government. These provisions limit the recovery of certain specified indirect costs on contracts subject to the FAR. Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of the Company’s government contracts are subject to termination at the convenience of the government. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination. Government contracts that are subject to the FAR are subject to audits performed by the Defense Contract Audit Agency (“DCAA”) and many other state governmental agencies. As such, the Company’s overhead rates, cost proposals, incurred government contract costs and internal control systems are subject to review. During the course of its audits, the DCAA or a state agency may question incurred costs if it believes the Company has accounted for such costs in a manner inconsistent with the requirements of the FAR or Cost Accounting Standards and recommend that the applicable contracting officer disallow such costs. Historically, the Company has not incurred significant disallowed costs because of such audits. However, the Company can provide no assurance that the rate audits will not result in material disallowances of incurred costs in the future. The Company provides for a refund liability to the extent that it expects to refund some of the consideration received from a customer. The liability at December 30, 2022 and December 31, 2021 was $0, respectively. |
Disaggregation of Revenues | Disaggregation of Revenues As described further in Note 2 “Summary of Significant Accounting Policies”, the Company has one operating segment, Engineering, Testing, Inspection and Other Consultative Services, which reflects how the Company is being managed. The Company provides public and private sector clients with comprehensive support in managing large-scale infrastructure improvement programs including engineering, design, program development/management, compliance services, acquisition, and project control services, as well as construction engineering and inspection and materials testing. All services performed by the Company are rendered in the United States and its territories via two contract types, time and materials or fixed price contracts. |
Cash Flows | Cash Flows The Company has presented its cash flows using the indirect method and considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance limit. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable. These risks primarily relate to the concentration of customers who are large, governmental customers and regional governmental customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements (“ASC 820”), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows: Level 1 — Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that management has the ability to access. Level 2 — Inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Level 3 — Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has various financial instruments, including cash and cash equivalents, accounts receivable and payable, accrued liabilities, and long-term debt. The carrying value of the Company’s cash and cash equivalents, accounts receivable, and payable and accrued liabilities approximate their fair value due to their short-term nature. The Company believes that the aggregate fair values of its long-term debt approximates their carrying amounts as the interest rates on the debt are either reset on a frequent basis or reflect current market rates. See Note 6 for a discussion of interest rate cap fair value. The Company applies the provisions of ASC 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Depending on the size and complexity of the acquisition, the Company may engage a third-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Consolidated Balance Sheet. Changes in the estimated fair value of contingent earnout payments are included in operating expenses in the accompanying Consolidated Statements of Operations. Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees. The contingent earn-out payments are not affected by employment termination. The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. The Company records the current portion of contingent consideration liability within other current liabilities and the noncurrent portion of contingent consideration liability within other long-term liabilities within its Consolidated Balance Sheet. The following table summarizes the changes in the fair value of estimated contingent consideration: Contingent consideration, as of December 31, 2021 $ 31,461 Additions for acquisitions 1,611 Adjustment to liability for changes in fair value (1,518 ) Reduction of liability for payment made (8,426 ) Total contingent consideration, as of December 30, 2022 23,128 Current portion of contingent consideration (14,158 ) Contingent consideration, less current portion $ 8,970 The Company may at its discretion settle the contingent consideration with cash, common shares or a combination of cash and common shares. During the year ended December 30, 2022, we settled a portion of the $8.4 million payment with shares of Class A common stock. |
Equity Based Compensation | Equity Based Compensation The Company recognizes the cost of services received in an equity-based payment transaction with an employee as services are received and records either a corresponding increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria. The measurement objective for these equity awards is the estimated fair value at the grant date of the equity instruments that the Company is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The compensation cost for an award classified as an equity instrument is recognized ratably over the requisite service period, including an estimate of forfeitures. The requisite service period is the period during which an employee is required to provide service in exchange for an award. Equity compensation was $7.4 million and $3.6 million for years ended December 30, 2022 and December 31, 2021, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the FASB ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections, scheduled reversals of deferred tax amounts, availability of carrybacks, and potential tax planning strategies. Based on our assessment, we have concluded that a portion of the deferred tax assets will not be realized. According to the authoritative guidance on accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. This guidance also addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. |
Segment | Segment The Company has one operating and reporting segment, Engineering, Testing, Inspection and Other Consultative Services. This financial information is reviewed regularly by our chief operating decision maker to assess performance and make decisions regarding the allocation of resources and is equivalent to our consolidated information. Our chief operating decision maker does not review below the consolidated level. Our chief operating decision maker is our Chief Executive Officer. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective and we adopted and implemented the standard on January 1, 2022 with a modified retrospective transition approach, as permitted, applying the new standard to all leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The adoption of this standard had a material effect on our balance sheet, the most significant effects relating to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our office, vehicles and equipment operating leases and; (2) providing significant new disclosures about our leasing activities. See Note 14 for further information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326) - Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing after December 15, 2022. The Company is in the process of assessing the impact of this ASU on our consolidated financial statements and disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of changes in the fair value of estimated contingent consideration | Contingent consideration, as of December 31, 2021 $ 31,461 Additions for acquisitions 1,611 Adjustment to liability for changes in fair value (1,518 ) Reduction of liability for payment made (8,426 ) Total contingent consideration, as of December 30, 2022 23,128 Current portion of contingent consideration (14,158 ) Contingent consideration, less current portion $ 8,970 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Business Acquisitions [Abstract] | |
Schedule of fair values of the assets acquired and liabilities | AEL O’Neill TranSmart 1 Alliance Cash $ 684 $ 1,608 1,199 1,396 Accounts receivable 6,026 4,201 6,072 2,374 Unbilled receivable 858 - 2,229 2,212 Property and equipment 52 1,049 304 1,692 Other current and long-term assets 130 - 143 166 Intangible assets 13,816 22,735 18,063 8,608 Liabilities (3,065 ) (1,546 ) (1,961 ) (806 ) Net assets acquired $ 18,501 28,047 26,049 15,642 Consideration paid (cash and equity consideration) $ 24,502 $ 24,369 25,857 16,332 Contingent earnout liability at fair value (cash) 7,045 7,106 477 1,134 Total Consideration 31,547 31,475 26,334 17,466 Excess consideration over the amounts assigned to the net assets acquired (goodwill) $ 13,046 3,428 285 1,824 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 30, December 31, Average 2022 2021 Life Furniture and fixtures $ 4,748 $ 3,914 3-5 years Equipment and vehicles 42,878 39,222 3-10 years Computers 23,885 21,055 3-7 years Leasehold improvements 6,179 5,925 3-5 years Construction in progress 1,912 980 Accumulated depreciation and amortization (64,574 ) (57,339 ) $ 15,028 $ 13,757 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Goodwill and Intangibles [Abstract] | |
Schedule of goodwill | Balance as of December 31, 2021 $ 124,348 Acquisitions 2,109 Measurement period adjustments 236 Balance as of December 30, 2022 $ 126,693 |
Schedule of intangible assets | December 30, 2022 December 31, 2021 Remaining Gross Accumulated Net book Gross Accumulated Net book useful life Definite life intangible assets: Customer relationships $ 174,026 $ (63,713 ) $ 110,313 $ 149,917 $ (47,310 ) $ 102,607 7.1 Tradenames 28,143 (23,978 ) 4,165 25,580 (20,890 ) 4,690 1.7 Non-competes 600 (600 ) - 600 (583 ) 17 0.0 Total intangibles $ 202,769 $ (88,291 ) $ 114,478 $ 176,097 $ (68,783 ) $ 107,314 |
Schedule of amortization of intangible assets | 2023 $ 19,574 2024 18,224 2025 17,083 2026 16,905 2027 15,247 Thereafter 27,445 $ 114,478 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Long-Term Debt [Abstract] | |
Schedule of long term debt | December 30, December 31, Atlas 2021 credit agreement - term loan $ 489,368 $ 467,000 Atlas 2021 credit agreement – revolving 12,998 - Atlas 2021 credit agreement – PIK 8,852 6,392 Subtotal 511,218 473,392 Less: Loan costs, net (6,951 ) (7,593 ) Less current maturities of long-term debt (4,930 ) (3,606 ) Long-term debt $ 499,337 $ 462,193 |
Schedule of aggregate principal payments | 2023 $ 4,930 2024 4,930 2025 4,930 2026 4,930 2027 4,930 Thereafter 486,568 $ 511,218 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of summarizes the changes in the outstanding stock | Class A Class B Beginning balance at December 31, 2021 33,645,212 3,328,101 Issuances 2,018,867 186,368 Transfers to Class A from Class B 2,168,257 (2,168,257 ) Shares Outstanding at December 30, 2022 37,832,336 1,346,212 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of (loss) per share | For the Year Ended December 30, December 31, Numerator: Net loss $ (8,070 ) $ (29,705 ) Provision for non-controlling interest 565 13,216 Redeemable preferred stock dividends - (5,899 ) Net loss attributable to Class A common shares - basic and diluted $ (7,505 ) $ (22,388 ) Denominator: Weighted average shares outstanding - basic and diluted 36,308,926 27,799,511 Net loss per Class A common share, basic and diluted $ (0.21 ) $ (0.81 ) |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Equity Based Compensation [Abstract] | |
Schedule of RSU and PSU activity | RSU PSU Number of Weighted-Average Number of Weighted-Average Nonvested balance as of December 31, 2020 585 8.70 - - Granted 432 11.12 183 14.06 Vested (159 ) 8.95 - Forfeited (12 ) 8.95 - Estimated forfeiture (27 ) 10.00 - Nonvested balance as of December 31, 2021 819 $ 9.88 183 $ 14.06 Granted 746 11.26 171 14.61 Vested (412 ) 9.53 (5 ) 14.09 Forfeited (104 ) 10.97 (27 ) 14.27 Estimated forfeiture (22 ) - - - Nonvested balance as of December 30, 2022 1,027 $ 11.13 322 $ 14.33 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Income Taxes [Abstract] | |
Schedule of (Loss) income before income taxes | For the Year Ended December 30, December 31, 2022 2021 United States $ (6,322 ) $ (27,181 ) |
Schedule of income tax expense | For the Year Ended December 30, December 31, 2022 2021 Current: Federal $ 579 $ 854 State 790 1,095 Total current income tax expense 1,369 1,949 Deferred: Federal 295 (2,571 ) State 84 3,146 Total deferred income tax expense 379 575 Total income tax expense $ 1,748 $ 2,524 |
Schedule of net deferred income tax asset shown on the accompanying consolidated balance sheets | December 30, December 31, Deferred Tax Assets: Basis difference in flow-through entity $ 88,355 $ 83,744 Transaction costs 4,568 4,568 Accruals and reserves 10,493 458 Loss carryforwards 2,113 6,535 Valuation allowance (104,790 ) (94,517 ) Total deferred tax assets 739 788 Deferred Tax Liabilities: Basis difference in flow-through entity (2,657 ) (2,511 ) Goodwill (721 ) (537 ) Total deferred tax liabilities (3,378 ) (3,048 ) Net deferred tax liabilities $ (2,639 ) $ (2,260 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 30, 2022 | |
Leases [Abstract] | |
Schedule of operating leases | 2022 Lease cost: Operating lease cost $ 12,745 Short-term lease cost 690 Total lease cost $ 13,435 |
Schedule of operating leases | 2022 Cash paid for amounts included in the measurement of lease liabilities $ - Operating cash flows from operating leases 12,462 Right-of-use asset obtained in exchange for new operating lease liabilities $ 12,462 |
Schedule of future minimum rental payments for operating leases | Operating 2023 $ 12,164 2024 8,069 2025 4,085 2026 2,654 2027 1,334 Thereafter 2,513 Total $ 30,819 Less: Present value discount (3,049 ) Lease liability $ 27,770 Weighted-average discount rate 5.48 % Weighted-average remaining lease term (in years) 3.58 Current lease liabilities (included in other current liabilities) $ 10,969 Non-current lease liabilities (included in other long-term liabilities) $ 16,801 Right-of-use assets (included in other long-term assets) $ 26,158 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 12 Months Ended |
Dec. 30, 2022 | |
Organization and Basis of Presentation [Line Items] | |
Services provided, description | Services are provided throughout the United States and its territories to a broad base of clients, with no single client representing 10% or more of our revenues for either the years ended December 30, 2022 or December 31, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Allowance for trade accounts receivable | $ 3,000,000 | $ 3,300,000 |
Allowance for unbilled receivables | 500,000 | 600,000 |
Refund liability | 0 | 0 |
Settlement amount | 8,426,000 | |
Equity compensation | $ 7,400,000 | $ 3,600,000 |
Tax benefits | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of estimated contingent consideration $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Schedule of changes in the fair value of estimated contingent consideration [Abstract] | |
Contingent consideration, as of December 31, 2021 | $ 31,461 |
Additions for acquisitions | 1,611 |
Adjustment to liability for changes in fair value | (1,518) |
Reduction of liability for payment made | (8,426) |
Total contingent consideration, as of December 30, 2022 | 23,128 |
Current portion of contingent consideration | (14,158) |
Contingent consideration, less current portion | $ 8,970 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | |
Business Acquisitions (Details) [Line Items] | |||||
Related to earnout bonuse | $ 8,300,000 | $ 16,000,000 | $ 13,500,000 | ||
Number of shares issued | 355,649 | ||||
Initial purchase price | 17,500,000 | ||||
Total consideration received | 4,000,000 | ||||
Atlantic Engineering Laboratories, Inc. and Atlantic Engineering Laboratories of New York, Inc. [Member] | |||||
Business Acquisitions (Details) [Line Items] | |||||
Payment to purchase agreement | 24,500,000 | ||||
Number of shares issued | 738,566 | ||||
Equity consideration total | $ 7,500,000 | ||||
O’Neill Services Group [Member] | |||||
Business Acquisitions (Details) [Line Items] | |||||
Payment to purchase agreement | 24,400,000 | ||||
Number of shares issued | 653,728 | ||||
Equity consideration total | $ 6,500,000 | ||||
Tran Smart [Member] | |||||
Business Acquisitions (Details) [Line Items] | |||||
Number of shares issued | 872,752 | ||||
Initial purchase price | 26,300,000 | ||||
Total consideration received | 9,500,000 | ||||
Tran Smart [Member] | Class A Common Stock [Member] | |||||
Business Acquisitions (Details) [Line Items] | |||||
Related to earnout bonuse | $ 7,000,000 | ||||
Business Acquisition [Member] | |||||
Business Acquisitions (Details) [Line Items] | |||||
Acquisition costs | $ 500,000 | $ 1,100,000 |
Business Acquisitions (Detail_2
Business Acquisitions (Details) - Schedule of fair values of the assets acquired and liabilities $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
AEL [Member] | |
Business Acquisitions (Details) - Schedule of fair values of the assets acquired and liabilities [Line Items] | |
Cash | $ 684 |
Accounts receivable | 6,026 |
Unbilled receivable | 858 |
Property and equipment | 52 |
Other current and long-term assets | 130 |
Intangible assets | 13,816 |
Liabilities | (3,065) |
Net assets acquired | 18,501 |
Consideration paid (cash and equity consideration) | 24,502 |
Contingent earnout liability at fair value (cash) | 7,045 |
Total Consideration | 31,547 |
Excess consideration over the amounts assigned to the net assets acquired (goodwill) | 13,046 |
O’Neill [Member] | |
Business Acquisitions (Details) - Schedule of fair values of the assets acquired and liabilities [Line Items] | |
Cash | 1,608 |
Accounts receivable | 4,201 |
Unbilled receivable | |
Property and equipment | 1,049 |
Other current and long-term assets | |
Intangible assets | 22,735 |
Liabilities | (1,546) |
Net assets acquired | 28,047 |
Consideration paid (cash and equity consideration) | 24,369 |
Contingent earnout liability at fair value (cash) | 7,106 |
Total Consideration | 31,475 |
Excess consideration over the amounts assigned to the net assets acquired (goodwill) | 3,428 |
TranSmart [Member] | |
Business Acquisitions (Details) - Schedule of fair values of the assets acquired and liabilities [Line Items] | |
Cash | 1,199 |
Accounts receivable | 6,072 |
Unbilled receivable | 2,229 |
Property and equipment | 304 |
Other current and long-term assets | 143 |
Intangible assets | 18,063 |
Liabilities | (1,961) |
Net assets acquired | 26,049 |
Consideration paid (cash and equity consideration) | 25,857 |
Contingent earnout liability at fair value (cash) | 477 |
Total Consideration | 26,334 |
Excess consideration over the amounts assigned to the net assets acquired (goodwill) | 285 |
1 Alliance [Member] | |
Business Acquisitions (Details) - Schedule of fair values of the assets acquired and liabilities [Line Items] | |
Cash | 1,396 |
Accounts receivable | 2,374 |
Unbilled receivable | 2,212 |
Property and equipment | 1,692 |
Other current and long-term assets | 166 |
Intangible assets | 8,608 |
Liabilities | (806) |
Net assets acquired | 15,642 |
Consideration paid (cash and equity consideration) | 16,332 |
Contingent earnout liability at fair value (cash) | 1,134 |
Total Consideration | 17,466 |
Excess consideration over the amounts assigned to the net assets acquired (goodwill) | $ 1,824 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net (Details) [Line Items] | ||
Depreciation and amortization expense | $ 8.9 | $ 6 |
Minimum [Member] | ||
Property and Equipment, Net (Details) [Line Items] | ||
Useful lives range | 3 years | |
Maximum [Member] | ||
Property and Equipment, Net (Details) [Line Items] | ||
Useful lives range | 10 years |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (64,574) | $ (57,339) |
Property and equipment, Net | $ 15,028 | 13,757 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 10 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,748 | 3,914 |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 3 years | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 5 years | |
Equipment and vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 42,878 | 39,222 |
Equipment and vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 3 years | |
Equipment and vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 10 years | |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 23,885 | 21,055 |
Computers [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 3 years | |
Computers [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 7 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,179 | 5,925 |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 3 years | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Average life | 5 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,912 | $ 980 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 19.5 | $ 15.2 |
Intangible assets | 5 years |
Goodwill and Intangibles (Det_2
Goodwill and Intangibles (Details) - Schedule of goodwill $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Schedule of goodwill [Abstract] | |
Balance as of December 31, 2021 | $ 124,348 |
Acquisitions | 2,109 |
Measurement period adjustments | 236 |
Balance as of December 30, 2022 | $ 126,693 |
Goodwill and Intangibles (Det_3
Goodwill and Intangibles (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Schedule of intangible assets [Abstract] | ||
Gross amount | $ 202,769 | $ 176,097 |
Accumulated amortization | (88,291) | (68,783) |
Net book value | 114,478 | 107,314 |
Customer relationships [Member] | ||
Schedule of intangible assets [Abstract] | ||
Gross amount | 174,026 | 149,917 |
Accumulated amortization | (63,713) | (47,310) |
Net book value | 110,313 | $ 102,607 |
Remaining useful life (in years) | 7 years 1 month 6 days | |
Tradenames [Member] | ||
Schedule of intangible assets [Abstract] | ||
Gross amount | 28,143 | $ 25,580 |
Accumulated amortization | (23,978) | (20,890) |
Net book value | 4,165 | $ 4,690 |
Remaining useful life (in years) | 1 year 8 months 12 days | |
Non-competes [Member] | ||
Schedule of intangible assets [Abstract] | ||
Gross amount | 600 | $ 600 |
Accumulated amortization | $ (600) | (583) |
Net book value | $ 17 | |
Remaining useful life (in years) | 0 years |
Goodwill and Intangibles (Det_4
Goodwill and Intangibles (Details) - Schedule of amortization of intangible assets $ in Thousands | Dec. 30, 2022 USD ($) |
Schedule of amortization of intangible assets [Abstract] | |
2023 | $ 19,574 |
2024 | 18,224 |
2025 | 17,083 |
2026 | 16,905 |
2027 | 15,247 |
Thereafter | 27,445 |
Amortization of intangible assets | $ 114,478 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Feb. 25, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | Aug. 04, 2022 | |
Long-Term Debt (Details) [Line Items] | |||||
Credit agreement, description | In June 2022, the Company entered into a deferred premium interest rate cap which limits the Adjusted LIBOR rate noted above to 3%. The interest rate cap hedges $500.0 million of debt and has a three-year term and will be paid for monthly at an annual rate of 0.69% or approximately $10.5 million over the three-year period. This interest rate cap limits the overall interest rate on the Term Loan from exceeding 11.2% (Adjusted LIBOR of 3% maximum plus 5.50% plus the additional 2.0% cash or payment-in-kind plus the 0.69% cost of the interest rate cap). The Company uses interest rate related derivative instruments to manage its exposure to changes in interest rates on its variable-rate debt instruments. The Company does not speculate using derivative instruments. | Atlas Intermediate, as the borrower, entered into two new credit facilities consisting of (i) a $432.0 million senior secured term loan at closing and, subject to the satisfaction of certain terms and conditions, a committed delayed draw term loan facility to be used for future acquisitions, within 18 month of February 25, 2021 and subject to certain conditions, in an aggregate principal amount of up to $75.0 million, of which $61 million has been used ($26.0 million in connection with the acquisitions in the first quarter of 2022) and the remaining $14 million is unavailable as the 18 month period has expired, and an uncommitted incremental term loan facility that may be incurred after closing (the “Term Loan”) pursuant to a Credit Agreement dated February 25, 2021, by and among Holdings, Atlas Intermediate, Wilmington Trust, National Association, as administrative agent and collateral agent, and certain lenders thereto, including certain Blackstone entities, which may include, Blackstone Alternative Credit Advisors LP, and its managed funds and accounts, and its affiliates, Blackstone Holdings Finance Co. | |||
Term loan agreement, description | L.L.C. and its affiliates, and/or certain other of their respective funds, accounts, clients managed, advised or sub-advised, or any of their respective affiliates (the “Term Loan Agreement”) and (ii) a $40.0 million senior secured revolver which aggregate principal amount may be increased, subject to the satisfaction of certain terms and conditions, including obtaining commitments therefor, by up to $20.0 million (the “Revolver”) pursuant to the Credit Agreement dated February 25, 2021, by and among Holdings, Intermediate, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, issuing bank, lender, sole bookrunner and sole lead arranger (the “ABL Revolver Agreement,” and together with the Term Loan Agreement, collectively the “Credit Agreements”). | In addition, the term loan requires an additional 2.0% interest that can be made at the option of the Company in cash or payment-in-kind (PIK). The interest rates under the ABL Revolver Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the ABL Revolver Agreement), plus 2.50%, or (ii) the ABR (as defined in the ABL Revolver Agreement), plus 1.50%. | |||
Investment agreements | $ 20 | ||||
Aggregate principal amount | $ 60 | ||||
Amortization of principal percentage | 1% | ||||
Amortization of interest amounts percentage | 2.50% | ||||
Amortization of principal percentage | 1% | ||||
Amortization and expects percentage | 1% | ||||
Fair value of interest rate cap | $ 11.5 | ||||
Other current liability | 3.4 | ||||
Other long-term liability | 4.9 | ||||
Corresponding Liability [Member] | |||||
Long-Term Debt (Details) [Line Items] | |||||
Fair value of interest rate cap | $ 10.5 | ||||
Term Loan Agreement [Member] | |||||
Long-Term Debt (Details) [Line Items] | |||||
Credit agreement, description | Interest on any outstanding borrowings is payable monthly under the ABL Revolver Agreement, quarterly under the Term Loan Agreement or, in each case, at the end of the applicable interest period in arrears. The cash interest rates under the Term Loan Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the Term Loan Agreement), plus 5.50%, or (ii) an Alternate Base Rate (as defined in the Term Loan Agreement), plus 4.50%. | ||||
Maturity date description | The Term Loan Agreement contains a financial covenant which requires Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Total Net Leverage Ratio (as defined in each Credit Agreement) tested on a quarterly basis that does not exceed (i) 8.25 to 1.00 with respect to the fiscal quarters ending on April 2, 2021 and July 2, 2021, (ii) 8.00 to 1.00 for the fiscal quarters ending October 1, 2021 and December 31, 2021, (iii) 7.50 to 1.00 for the fiscal quarters ending April 1, 2022 and July 1, 2022, (iv) 7.25 to 1.00 for the fiscal quarters ending September 30, 2022 and December 30, 2022, (v) 7.00 to 1.00 for the fiscal quarters ending March 31, 2023 and June 30, 2023, (vi) 6.75 to 1.00 for the fiscal quarters ending September 29, 2023 and December 29, 2023, and (vii) 6.50 to 1.00 for March 29, 2024 and each fiscal quarter ending thereafter. | ||||
ABL Revolver Agreement [Member] | |||||
Long-Term Debt (Details) [Line Items] | |||||
Maturity date description | The ABL Revolver Agreement contains a “springing” financial covenant which requires Holdings, Intermediate and all their direct and indirect subsidiaries on a consolidated basis to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Revolver Agreement) of no less than 1.10 to 1.00 when the outstanding principal amount of loans under the Revolver exceeds $0 or the aggregate exposure for letters of credit under the Revolver exceeds $5.0 million. | ||||
OCI [Member] | |||||
Long-Term Debt (Details) [Line Items] | |||||
Fair value of interest rate cap | $ 9.1 | ||||
Initial Term Loan [Member] | |||||
Long-Term Debt (Details) [Line Items] | |||||
Mature date | Feb. 25, 2028 | ||||
Revolver [Member] | |||||
Long-Term Debt (Details) [Line Items] | |||||
Mature date | Feb. 25, 2026 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long term debt - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Schedule of Long Term Debt [Abstract] | ||
Atlas 2021 credit agreement - term loan | $ 489,368 | $ 467,000 |
Atlas 2021 credit agreement – revolving | 12,998 | |
Atlas 2021 credit agreement – PIK | 8,852 | 6,392 |
Subtotal | 511,218 | 473,392 |
Less: Loan costs, net | (6,951) | (7,593) |
Less current maturities of long-term debt | (4,930) | (3,606) |
Long-term debt | $ 499,337 | $ 462,193 |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of aggregate principal payments $ in Thousands | Dec. 30, 2022 USD ($) |
Schedule of Aggregate Principal Payments [Abstract] | |
2023 | $ 4,930 |
2024 | 4,930 |
2025 | 4,930 |
2026 | 4,930 |
2027 | 4,930 |
Thereafter | 486,568 |
Total | $ 511,218 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Shareholders’ Deficit (Details) [Line Items] | ||
Non-controlling interest, description | the Company ownership and voting structure was comprised of holders of our Class A common stock that participate 100% in the results of Atlas Technical Consultants, Inc. and 96.6% and 91.0%, respectively, in Atlas Intermediate and its subsidiaries and holders of our Class B common stock that participate in the results of Atlas Intermediate and its subsidiaries until their Class B common stock is converted to Class A common stock. | |
Common stock participate non-controlling interest percentage | 3.40% | 9% |
Value of Distributed (in Dollars) | $ 800 | $ 800 |
Class A Common Stock [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Common stock, shares issued | 37,832,336 | 33,645,212 |
Common stock, shares outstanding | 37,832,336 | 33,645,212 |
Voting rights | one | |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 37,832,336 | 33,645,212 |
Class B Common Stock [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Common stock, shares issued | 1,346,212 | 3,328,101 |
Common stock, shares outstanding | 3,328,101 | |
Voting rights | one | |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 1,346,212 | 3,328,101 |
Shareholders_ Deficit (Detail_2
Shareholders’ Deficit (Details) - Schedule of summarizes the changes in the outstanding stock shares in Thousands | 12 Months Ended |
Dec. 30, 2022 shares | |
Class A Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Beginning balance at December 31, 2021 | 33,645,212 |
Issuances | 2,018,867 |
Transfers to Class A from Class B | 2,168,257 |
Shares Outstanding at December 30, 2022 | 37,832,336 |
Class B Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Beginning balance at December 31, 2021 | 3,328,101 |
Issuances | 186,368 |
Transfers to Class A from Class B | (2,168,257) |
Shares Outstanding at December 30, 2022 | 1,346,212 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of (loss) per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (8,070) | $ (29,705) |
Provision for non-controlling interest | 565 | 13,216 |
Redeemable preferred stock dividends | (5,899) | |
Net loss attributable to Class A common shares - basic and diluted | $ (7,505) | $ (22,388) |
Denominator: | ||
Weighted average shares outstanding - basic (in Shares) | 36,308,926 | 27,799,511 |
Net loss per Class A common share, basic and diluted (in Dollars per share) | $ (0.21) | $ (0.81) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of (loss) per share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Loss Per Share Abstract | ||
Weighted average shares outstanding - diluted | 36,308,926 | 27,799,511 |
Net (loss) per Class A common share, diluted | $ (0.21) | $ (0.81) |
Equity Based Compensation (Deta
Equity Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 18, 2022 | Mar. 03, 2021 | Jan. 29, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jul. 02, 2021 | Jun. 30, 2020 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Equity based compensation | $ 7.4 | $ 3.6 | |||||||||||
Percentage of estimates forfeitures | 3% | ||||||||||||
Number of restricted stock units (in Shares) | 75,000 | 74,189 | 3,851 | 483,025 | 92,649 | ||||||||
Grant day fair market value (in Dollars per share) | $ 5.26 | $ 6.43 | $ 12.21 | $ 11.32 | |||||||||
Fair market value issuance | $ 1.6 | $ 7.1 | $ 4.3 | $ 4.6 | |||||||||
Vesting terms description | The vesting period for these RSUs is equal annual tranches, pro-ratably over three years, and there is no performance requirement attached to the RSUs other than continued service to the Company. | The vesting period for these RSUs is equal annual tranches, pro-ratably over three years, and there is no performance requirement attached to the RSUs other than continued service to the Company. | |||||||||||
Share based compensation, description | On March 18, 2022, the Company granted to its Board of Directors 53,261 RSUs with a one-year vesting period and a grant date fair market value of $12.21 per share. There are no performance requirements to these RSUs other than continued service to the Company throughout the one-year vesting period. | On March 3, 2021, the Company granted to its Board of Directors 54,053 RSUs with a one-year vesting period and a grant date fair market value of $9.00 per share. There are no performance requirements to these RSUs other than continued service to the Company throughout the one-year vesting period. | |||||||||||
Grant value | $ 0.7 | $ 0.5 | |||||||||||
Performance share units (in Shares) | 170,570 | 547,943 | 182,763 | ||||||||||
Performance conditions based upon share price (in Dollars per share) | $ 12.21 | $ 11.38 | |||||||||||
Currently estimates percentage | 3% | ||||||||||||
Strike price of tranche (in Dollars per share) | $ 10.5 | ||||||||||||
Maximum [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Market conditions percentage | 66.70% | 66.70% | |||||||||||
Compensation cost for tranche | 5 years 11 months 4 days | ||||||||||||
Option ranging per value (in Dollars per share) | $ 3.55 | ||||||||||||
Minimum [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Market conditions percentage | 33.30% | 33.30% | |||||||||||
Compensation cost for tranche | 5 years 2 months 1 day | ||||||||||||
Option ranging per value (in Dollars per share) | $ 2.29 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Restricted Share Units (RSUs) [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Number of restricted stock units (in Shares) | 378,353 | 510,136 | |||||||||||
Grant day fair market value (in Dollars per share) | $ 11.42 | $ 8.95 | |||||||||||
Value of RSUs | $ 0.5 | ||||||||||||
Restricted Share Units (RSUs) [Member] | Class A Common Stock [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Performance Share Units [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Fair market value issuance | $ 1.4 | $ 1.4 | |||||||||||
Market based share units [Member] | |||||||||||||
Equity Based Compensation (Details) [Line Items] | |||||||||||||
Fair market value issuance | $ 1.1 | $ 1.2 |
Equity Based Compensation (De_2
Equity Based Compensation (Details) - Schedule of RSU and PSU activity - $ / shares | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
RSU [Member] | ||
Schedule of RSU and PSU activity [Abstract] | ||
Number of Shares, nonvested beginning balance | 819 | 585 |
Weighted-Average Grant Date Fair Value Per Share, nonvested beginning balance (in Dollars per share) | $ 9.88 | $ 8.7 |
Number of Shares, Granted | 746 | 432 |
Weighted-Average Grant Date Fair Value Per Share, Granted (in Dollars per share) | $ 11.26 | $ 11.12 |
Number of Shares, Vested | (412) | (159) |
Weighted-Average Grant Date Fair Value Per Share, Vested (in Dollars per share) | $ 9.53 | $ 8.95 |
Number of Shares, Forfeited | (104) | (12) |
Weighted-Average Grant Date Fair Value Per Share, Forfeited (in Dollars per share) | $ 10.97 | $ 8.95 |
Number of Shares, Estimated Forfeiture | (22) | (27) |
Weighted-Average Grant Date Fair Value Per Share, Estimated Forfeiture (in Dollars per share) | $ 10 | |
Number of Shares, nonvested ending balance | 1,027 | 819 |
Weighted-Average Grant Date Fair Value Per Share, nonvested beginning balance (in Dollars per share) | $ 11.13 | $ 9.88 |
PSU [Member] | ||
Schedule of RSU and PSU activity [Abstract] | ||
Number of Shares, nonvested beginning balance | 183 | |
Weighted-Average Grant Date Fair Value Per Share, nonvested beginning balance (in Dollars per share) | $ 14.06 | |
Number of Shares, Granted | 171 | 183 |
Weighted-Average Grant Date Fair Value Per Share, Granted (in Dollars per share) | $ 14.61 | $ 14.06 |
Number of Shares, Vested | (5) | |
Weighted-Average Grant Date Fair Value Per Share, Vested (in Dollars per share) | $ 14.09 | |
Number of Shares, Forfeited | (27) | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited (in Dollars per share) | $ 14.27 | |
Number of Shares, Estimated Forfeiture | ||
Weighted-Average Grant Date Fair Value Per Share, Estimated Forfeiture (in Dollars per share) | ||
Number of Shares, nonvested ending balance | 322 | 183 |
Weighted-Average Grant Date Fair Value Per Share, nonvested beginning balance (in Dollars per share) | $ 14.33 | $ 14.06 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Lease expenses | $ 0.8 | $ 0.9 |
Service fees | $ 0.1 | $ 0.1 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Employee Benefit Plan [Abstract] | ||
Total contributions | $ 6.7 | $ 7.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate from continuing operations | (27.60%) | (9.30%) |
U.S. federal income tax rate | 21% | |
Valuation allowance | $ 94.5 | $ 104.8 |
Net operating loss carry forwards | $ 24.6 | $ 6.4 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of (Loss) income before income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
United States [Member] | ||
Schedule of (Loss) income before income taxes [Abstract] | ||
Income taxes total | $ (6,322) | $ (27,181) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 579 | $ 854 |
State | 790 | 1,095 |
Total current income tax expense | 1,369 | 1,949 |
Deferred: | ||
Federal | 295 | (2,571) |
State | 84 | 3,146 |
Total deferred income tax expense | 379 | 575 |
Total income tax expense | $ 1,748 | $ 2,524 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of net deferred income tax asset shown on the accompanying consolidated balance sheets - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Basis difference in flow-through entity | $ 88,355 | $ 83,744 |
Transaction costs | 4,568 | 4,568 |
Accruals and reserves | 10,493 | 458 |
Loss carryforwards | 2,113 | 6,535 |
Valuation allowance | (104,790) | (94,517) |
Total deferred tax assets | 739 | 788 |
Deferred Tax Liabilities: | ||
Basis difference in flow-through entity | (2,657) | (2,511) |
Goodwill | (721) | (537) |
Total deferred tax liabilities | (3,378) | (3,048) |
Net deferred tax liabilities | $ (2,639) | $ (2,260) |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 30, 2022 | |
Leases (Details) [Line Items] | |
Lease, description | The office space leases generally have fixed payments with expiration dates ranging from 2022 to 2026, some of which have options to extend the leases from 5 to 10 years and some have options to terminate at the Company’s discretion. |
Minimum [Member] | |
Leases (Details) [Line Items] | |
Lease term | 5 years |
Maximum [Member] | |
Leases (Details) [Line Items] | |
Lease term | 10 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease cost $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Lease cost: | |
Operating lease cost | $ 12,745 |
Short-term lease cost | 690 |
Total lease cost | $ 13,435 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of operating leases $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Schedule of Operating Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | 12,462 |
Right-of-use asset obtained in exchange for new operating lease liabilities | $ 12,462 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of future minimum rental payments for operating leases $ in Thousands | Dec. 30, 2022 USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2023 | $ 12,164 |
2024 | 8,069 |
2025 | 4,085 |
2026 | 2,654 |
2027 | 1,334 |
Thereafter | 2,513 |
Total | 30,819 |
Less: Present value discount | (3,049) |
Lease liability | $ 27,770 |
Weighted-average discount rate | 5.48% |
Weighted-average remaining lease term (in years) | 3 years 6 months 29 days |
Current lease liabilities (included in other current liabilities) | $ 10,969 |
Non-current lease liabilities (included in other long-term liabilities) | 16,801 |
Right-of-use assets (included in other long-term assets) | $ 26,158 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Subsequent Events [Abstract] | |
Equity contribution | $ 1,068,000,000 |
Termination fee | $ 45,750,000 |