QualTek Services (QTEKQ) 10-Q 17 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Apr. 02, 2022	May 16, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 2, 2022
Entity File Number	001-40147
Entity Registrant Name	QUALTEK SERVICES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3584928
Entity Address State Or Province	PA
Entity Address, Address Line One	475 Sentry Parkway E,
Entity Address, Adress Line Two	Suite 200,
Entity Address, City or Town	Blue Bell
Entity Address, Postal Zip Code	19422
City Area Code	484
Local Phone Number	804-4585
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001839412
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	QTEK
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		24,446,284
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	QTEKW
Security Exchange Name	NASDAQ
Class B Common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		26,663,575

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Current assets:
Cash	$ 180	$ 606
Accounts receivable, net of allowance	213,326	201,845
Inventories, net	6,585	5,409
Prepaid expenses	8,923	12,140
Other current assets	4,030	2,021
Current assets of discontinued operations	2,857	4,502
Total current assets	235,901	226,523
Property and equipment, net	52,597	50,682
Intangible assets, net	353,602	364,174
Goodwill	28,787	28,723
Other long-term assets	1,697	1,657
Total assets	672,584	671,759
Current liabilities:
Current portion of long-term debt and capital lease obligations	22,707	127,375
Current portion of contingent consideration	9,373	9,299
Accounts payable	62,881	60,726
Accrued expenses	39,752	52,986
Contract liabilities	13,514	14,773
Current liabilities of discontinued operations	1,587	2,048
Total current liabilities	149,814	267,207
Capital lease obligations, net of current portion	19,793	19,851
Long-term debt, net of current portion and deferred financing fees	485,160	418,813
Contingent consideration, net of current portion	21,793	21,457
Distributions payable	2,875	11,409
Warrant liabilities	77
Tax Receivable Agreement liabilities	34,092
Total liabilities	710,729	738,737
Commitments and contingencies (Notes 8 and 15)
Deficit:
Accumulated deficit	(194,972)	(320,080)
Additional paid in capital	177,321
Noncontrolling interest	(20,499)
Accumulated other comprehensive income		507
Total deficit	(38,145)	(66,978)
Total liabilities and deficit	672,584	671,759
Class A Unit
Deficit:
Common Units		$ 252,595
Class A Common Stock
Deficit:
Common Stock	2
Class B Common stock
Deficit:
Common Stock	$ 3

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2021$ / sharesshares
Class A Unit
Common unit authorized	2,258,909
Common unit issued	2,258,909
Common unit outstanding	2,258,909
Class A Common Stock
Common stock par value | $ / shares	$ 0.0001
Common stock authorized	0
Common stock issued	0
Common stock outstanding	0
Class B Common stock
Common stock par value | $ / shares	$ 0.0001
Common stock authorized	0
Common stock issued	0
Common stock outstanding	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Revenue	$ 148,161	$ 119,113
Costs and expenses:
Cost of revenues	132,105	103,510
General and administrative	22,141	12,527
Transaction expenses	9,268	549
Depreciation and amortization	14,766	12,622
Total costs and expenses	178,280	129,208
Loss from operations	(30,119)	(10,095)
Other income (expense):
Gain on sale/ disposal of property and equipment	1,915	190
Interest expense	(12,343)	(9,955)
Total other expense	(10,428)	(9,765)
Loss from continuing operations	(40,547)	(19,860)
Loss from discontinued operations		(1,389)
Net loss	(40,547)	(21,249)
Less: Net loss attributable to noncontrolling interests	(35,547)	(21,249)
Net loss attributable to QualTek Services Inc.	(5,000)
Other comprehensive income (loss):
Foreign currency translation adjustments		172
Comprehensive loss	$ (5,000)	$ (21,077)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Class A Common StockCommon stock	Class B Common stockCommon stock	Preferred units	Class A Units	Accumulated DeficitAdoption of ASU 2020-06	Accumulated Deficit	Additional paid in capital.Adoption of ASU 2020-06	Additional paid in capital.	Accumulated Other Comprehensive Income	Noncontrolling Interest	Adoption of ASU 2020-06	Total
Beginning Balance at Dec. 31, 2020			$ 25,000,000	$ 208,324,000		$ (204,086,000)			$ 396,000			$ 29,634,000
Beginning Balance (in shares) at Dec. 31, 2020			25,000	2,005,824
Issuance of class A units				$ 15,000,000								15,000,000
Issuance of class A units (in shares)				150,000
Issuance of class A units-non-return				$ 367,000								367,000
Beneficial conversion feature on convertible notes				4,946,000								4,946,000
Business Combination				$ 2,000,000								2,000,000
Business Combination (in shares)				10,055
Other comprehensive income									172,000			172,000
Net loss						(21,249,000)						(21,249,000)
Ending Balance at Apr. 03, 2021			$ 25,000,000	$ 230,637,000		(225,335,000)			568,000			30,870,000
Ending Balance (in shares) at Apr. 03, 2021			25,000	2,165,879
Beginning Balance at Dec. 31, 2021				$ 252,595,000	$ 8,861,000	(320,080,000)	$ (12,270,000)		507,000		$ (3,409,000)	(66,978,000)
Beginning Balance (in shares) at Dec. 31, 2021				2,258,909
Share based compensation								$ 6,711,000				6,711,000
Share based compensation (in shares)		462,572
Business Combination				$ (2,258,909)
Business Combination (in shares)				(252,595,000)
Business Combination	$ 2,000	$ 3,000				121,247,000		216,972,000	$ (507,000)	$ 15,048,000		100,170,000
Business Combination (in shares)	24,446,284	26,201,003
TRA Liability								(34,092,000)				(34,092,000)
Net loss						(5,000,000)				(35,547,000)		(40,547,000)
Ending Balance at Apr. 02, 2022	$ 2,000	$ 3,000				$ (194,972,000)		$ 177,321,000		$ (20,499,000)		$ (38,145,000)
Ending Balance (in shares) at Apr. 02, 2022	24,446,284	26,663,575

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)	Apr. 03, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (40,547)	$ (21,249)
Loss from discontinued operations		1,389
Adjustments:
Depreciation, amortization and accretion of debt discount	14,766	13,583
Amortization of debt issuance costs	1,668	779
Share based compensation	6,711
Provision for bad debt expense	(1,006)	279
Gain on disposal of property and equipment	(1,915)	(190)
Changes in assets and liabilities:
Accounts receivable	(10,475)	20,070
Inventories	(1,176)	(192)
Prepaid expenses and other assets	1,374	(2,047)
Accounts payable and accrued liabilities	(8,827)	(15,397)
Contract liabilities	(1,259)	(3,806)
Net cash used in operating activities from continuing operations	(40,686)	(6,781)
Net cash provided by (used in) operating activities from discontinued operations	1,063	(561)
Net cash used in operating activities	(39,623)	(7,342)
Cash flows from investing activities:
Purchases of property and equipment	(801)	(808)
Proceeds from sale of property and equipment	2,278	221
Acquisition of businesses, net of cash acquired (see Note 4)		(20,059)
Net cash provided by (used in) investing activities from continuing operations	1,477	(20,646)
Cash flows from financing activities:
Proceeds from line of credit, net of repayments	(48,069)	12,688
Proceeds from convertible notes-related party		5,000
Proceeds from senior unsecured convertible notes	124,685
Repayment of long-term debt	(2,391)	(2,391)
Repayment of acquisition debt	(34,718)
Repayment of promissory note	(500)
Payments for financing fees	(8,928)
Payments of capital leases	(4,330)	(2,407)
Proceeds from issuance of common stock	36,948
Proceeds from issuance of preferred units		15,367
Payments for equity issuance costs	(24,999)
Tax distributions to members	(98)
Net cash provided by financing activities from continuing operations	37,600	28,257
Net cash used in financing activities from discontinued operations		(247)
Net cash provided by financing activities	37,600	28,010
Effect of foreign currency exchange rate (translation) on cash	(10)	(8)
Net (decrease) increase in cash	(556)	14
Beginning of period	2,151	169
End of period	1,595	183
Balances included in the condensed consolidated balance sheets:
Cash	180	111
Cash included in current assets of discontinued operations	1,415	72
Cash at end of period	1,595	183
Cash paid for:
Interest from continuing operations	12,287	8,154
Interest from discontinued operations		33
Non-cash investing and financing activities:
Assets acquired under capital leases from continuing operations	$ 5,264	$ 162

Nature of Business and Summary

Nature of Business and Summary of Significant Accounting Policies	3 Months Ended
	Apr. 02, 2022
Nature of Business and Summary of Significant Accounting Policies
Nature of Business and Summary of Significant Accounting Policies	Note 1. This summary of significant accounting policies of QualTek Services Inc. (f/k/a Roth CH Acquisition III Co. (“ROCR”)) (collectively with its consolidated subsidiaries, “QualTek”, the “Company”, “we”, “our”, or “us”) is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements (financial statements). The financial statements and notes are the responsibility of the Company’s management, who is responsible for their integrity and objectivity. Nature of Business: We operate in two reportable segments, which reflects the way performance is assessed and resources are allocated by our Chief Executive Officer, who is our chief operating decision maker. Our Telecom segment provides engineering, construction, installation, network design, project management, site acquisition and maintenance services to major telecommunication carriers, cable providers and utility companies in various locations in the United States. Our Renewables and Recovery Logistics segment provides businesses with continuity and disaster recovery operations as well as new fiber optic construction services and maintenance and repair services for telecommunications, renewable energy, commercial and utilities customers across the United States. On February 14, 2022, QualTek Services Inc. closed its business combination (the “Business Combination”) with QualTek HoldCo, LLC ("QualTek HoldCo") (f/k/a BCP QualTek Holdco, LLC), a Delaware limited liability company (“BCP QualTek”) (the “Closing”), pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”) dated as of June 16, 2021, by and among (i) ROCR, (ii) Roth CH III Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of ROCR (“Blocker Merger Sub”), (iii) BCP QualTek Investors, LLC, a Delaware limited liability company (the “Blocker”), (iv) Roth CH III Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of ROCR (“Company Merger Sub”), (v) BCP QualTek and (vi) BCP QualTek, LLC, a Delaware limited liability company, solely in its capacity as representative of the Blocker’s equityholders and BCP QualTek’s equityholders. The cumulative value of the merger consideration in the Business Combination was $306,888 thousand. Blocker Merger Sub merged with and into the Blocker (the “Blocker Merger”), resulting in the equity interests of the Blocker being converted into the right to receive 11,924 thousand shares of Class A common stock of the Company (the “Class A Common Stock”), and the owners of such equity interests in the Blocker (the “Blocker Owners”) being entitled to such shares of Class A Common Stock at the Closing, and thereafter, the surviving blocker merged with and into ROCR, with ROCR as the surviving company (the “Buyer Merger”), resulting in the cancellation of the equity interests of the surviving blocker and ROCR directly owning all of the units of QualTek HoldCo (the “QualTek Units”) previously held by the Blocker. Immediately following the Buyer Merger, Company Merger Sub merged with and into QualTek HoldCo, with QualTek HoldCo as the surviving company (the “QualTek Merger”), resulting in (i) QualTek becoming a subsidiary of ROCR, (ii) the QualTek Units (excluding those held by the Blocker and ROCR) being converted into the right to receive 18,765 thousand shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) and the holders of QualTek Units being entitled to such shares of Class B Common Stock at the Closing, (iii) the QualTek Units held by ROCR being converted into the right to receive a number of common units of QualTek HoldCo (the “Common Units”) equal to the number of shares of Class A Common Stock issued and outstanding (i.e., 21,571 thousand QualTek Units), less the number of Common Units received in connection with the contribution described immediately below (i.e., 16,160 thousand QualTek Units). With respect to the portion of merger consideration to which the Blocker Owners and holders of QualTek Units were entitled as described above, the cumulative value of such merger consideration equaled the Equity Value. The “Equity Value” is the sum of (i) $294,319 thousand, plus (ii) the value of any Equity Interests of the Company issued as consideration for any acquisitions by the Company prior to the Closing (i.e., $10,000 thousand), plus (iii) the amount of interest accrued on that certain convertible promissory note (see Note 8-Debt and Capital Lease Obligations) in an aggregate principal amount of $30,558 thousand issued by the Company to BCP QualTek II in exchange for all of BCP QualTek II’s Class B Units. No portion of the merger consideration was paid in cash. The foregoing represents the total consideration to be paid to the Blocker Owners and holders of QualTek Units in connection with the Business Combination. The Company contributed, as a capital contribution in exchange for a portion of the QualTek Units it acquired in the QualTek Merger (i.e., 16,160 thousand QualTek Units), $161,604 thousand, representing the amount of cash available after payment of the merger consideration under the Business Combination Agreement, which will be used by QualTek or its Subsidiaries to pay the transaction expenses under the Business Combination Agreement. On February 14, 2022, in connection with the Closing of the Business Combination, the Company: - entered into an indenture (the “Indenture”) with Wilmington Trust, National Association, as trustee, and certain guarantors party thereto, including, among others, certain subsidiaries of the Company, in respect of $124,685 thousand in aggregate principal amount of senior unsecured convertible notes due 2027 (“Convertible Notes”, see Note 8-Debt and Capital Lease Obligations) that were issued to certain investors (collectively, the “Convertible Note Investors”). The Convertible Notes were purchased by the Convertible Note Investors pursuant to certain convertible note subscription agreements, dated as of February 14, 2022, between the Company and each of the Convertible Note Investors (collectively, the “Convertible Note Subscription Agreements”); - received $35,915 thousand in aggregate consideration from Private Investment in Public Equity (“PIPE”) Subscribers Investors in exchange for 3,989 thousand shares of Class A common stock, pursuant to PIPE Subscription Agreements (“PIPE Financing”); - received $1,033 thousand from ROCR at closing, comprised of $1,004 thousand from the trust account for 100 thousand shares that were not redeemed by the public shareholders and $29 thousand of cash from ROCR's closing balance sheet - issued 2,275 thousand shares of Class A Common Stock (“Blocker Owner Earnout Shares”) and 3,836 thousand shares of Class B Common Stock (“Earnout Voting Shares”) (collectively, the “Earnout Shares”) that are subject to certain restriction on transfer and voting and potential forfeiture pending the achievement of the earnout targets (see Note 1- Nature of Business and Summary of Significant Accounting Policies); - converted Convertible notes – June 2021 (see Note 8-Debt and Capital Lease Obligations) into 2,875 thousand shares of Class A common stock and 4,063 thousand shares of Class B common stock; - assumed 2,875 thousand Public Warrants and 102 thousand Private Placement Warrants sold by ROCR as part of its initial public offering; - fully repaid $34,718 thousand of acquisition debt (see Note 8-Debt and Capital Lease Obligations) plus accrued interest with the proceeds from the transaction; - paid down $73,000 thousand of debt associated with the line of credit (see Note 8-Debt and Capital Lease Obligations); - paid down $500 thousand of ROCR's promissory note; and - the Company, QualTek HoldCo, LLC, the TRA Holders (as defined in the Tax Receivable Agreement) and the TRA Holder Representative (as defined in the Tax Receivable Agreement) entered into the Tax Receivable Agreement. Under the terms of the Tax Receivable Agreement, the Company will be required to pay the TRA Holders 85% of the amount of savings, if any, that the Company is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Business Combination and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement. Refer to Note 13-Tax Receivable Agreement regarding the disclosures of the impact of the Tax Receivable Agreement as of the Closing Date and as of April 2, 2022. The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”) with QualTek HoldCo treated as the accounting acquirer. Accordingly, our consolidated financial statements represent a continuation of the financial statements of QualTek HoldCo with net assets of QualTek Services Inc. stated at historical cost. Following the closing of the Business Combination, the combined company is organized in an “Up-C” structure in which QualTek Services Inc. became the sole managing member of QualTek HoldCo and therefore, operates and controls all of the business and affairs of QualTek HoldCo. Accordingly, QualTek Services Inc. consolidates the financial results of QualTek HoldCo, and reports a non-controlling interest in its consolidated financial statements representing the economic interest in QualTek HoldCo owned by the members, other than the Blocker, of QualTek HoldCo referred to as the “Flow-Through Sellers.” As of April 2, 2022, the Company owned an economic interest of Summary of Significant Accounting Policies: Basis of Presentation: These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive loss, financial condition, cash flows and stockholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results to be expected for the full year. For the three months ended April 2, 2022, these unaudited condensed consolidated financial statements reflect the consolidated results of operations, comprehensive loss, cash flows and changes in equity of QualTek HoldCo and its wholly-owned subsidiaries for the period of January 1, 2022 through February 14, 2022, the Closing Date of the Business Combination, and the consolidated results of operations, comprehensive loss, cash flows and changes in stockholders’ equity of QualTek Services Inc. for the period of February 15, 2022 through April 2, 2022. The condensed consolidated balance sheet at April 2, 2022 presents the financial condition of QualTek Services Inc. and its consolidated subsidiary, QualTek HoldCo and its wholly owned subsidiaries, and reflects the initial recording of the assets and liabilities of QualTek Services Inc. at their historical cost. All intercompany balances and transactions of QualTek HoldCo prior to the Business Combination have been eliminated. All intercompany balances and transactions of QualTek Services Inc. after the Business Combination have been eliminated. For the three months ended April 3, 2021, these unaudited condensed consolidated financial statements present the consolidated results of operations, comprehensive loss, cash flows and changes in equity of QualTek HoldCo. The consolidated balance sheet as of December 31, 2021 presents the financial condition of QualTek HoldCo and its wholly owned subsidiaries. All intercompany balances and transactions of QualTek HoldCo have been eliminated. Principles of Consolidation: For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of QualTek HoldCo and its wholly owned subsidiaries. All intercompany accounts and transactions among QualTek HoldCo and its consolidated subsidiaries were eliminated. Emerging Growth Company: 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)(l) 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 consolidated 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. Use of Estimates: Noncontrolling Interests: Income Taxes: Following the Business Combination, the Company is subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to its allocable share of any taxable income of QualTek HoldCo. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than-not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of future taxable income. Tax Receivable Agreement Liability: Basic and Diluted Loss Per Share: weighted-average shares outstanding for purposes of loss per share. The Company has issued and outstanding Earnout Shares, including the Blocker Owner Earnout Shares and Earnout Voting Shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Business Combination. The basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities, as the Blocker Owner Earnout Shares are considered participating securities. Unvested Blocker Owner Earnout Shares will not be included in the denominator of the basic and diluted loss per share calculation until the contingent condition is met. The Earnout Voting Shares are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of calculating loss per share. Warrant Accounting: For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. The Company recorded the Public Warrants assumed as part of the Business Combination as equity (see Note 11-Equity). For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company recorded the Private Placement Warrants assumed as part of the Business Combination as a liability. The fair value of the Private Placement Warrants (see Note 9-Warrants) was estimated using Black-Scholes call option model (see Note 10-Fair Value Measurements). Earnout Shares: The Earnout Shares are considered legally issued and outstanding shares of common stock subject to restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets described above. The Company evaluated the Earnout Shares and concluded that they meet the criteria for equity classification under ASC 815-40. The Earnout Shares were classified in stockholders’ equity, recognized at fair value upon the closing of the Business Combination and will not be subsequently remeasured. Convertible Instruments: Public business entities should apply the amendments in ASU 2020-06 for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted but no earlier than fiscal years beginning after December 15, 2020. For nonpublic business entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted but no earlier than fiscal years beginning after December 15, 2020. The Company, as an EGC, is allowed the extended transition period offered to nonpublic business entities and is not required to apply this new standard until fiscal years beginning after December 15, 2023. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to accumulated deficit on the first day of the period adopted. Therefore, this transition method applies the amendments in ASU 2020-06 to outstanding financial instruments as of the beginning of the fiscal year of adoption (January 1, 2022), with the cumulative effect of the change recognized as an adjustment to the opening balance of accumulated deficit as of the date of adoption. The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2022 (the date of adoption of ASU 2020-06). The Convertible Notes-June 2021 (see in Note 8-Debt and Capital Lease Obligations) issued on June 16, 2021 was the only outstanding financial instrument affected by this new accounting standard as of January 1, 2022. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard (see Note 8-Debt and Capital Lease Obligations). Transaction Costs: Recent accounting pronouncements: Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers (“Topic 606”) as if it had originated the contracts, while also taking into account how the acquiree applied Topic 606. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our financial statements. Risks and uncertainties: It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial effect will be to the Company.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Apr. 02, 2022
Earnings Per Share
Earnings Per Unit	Note 2. Prior to the Business Combination, the QualTek HoldCo membership structure included Class A Units, Preferred Class B Units, and Class P Units (only Class A Units were outstanding upon the Closing of the Business Combination). The Company analyzed the calculation of net loss per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, loss per unit information has not been presented for the three months ended April 3, 2021. The basic and diluted loss per share for the three months ended April 2, 2022 represents only the period from February 14, 2022 to April 2, 2022. The Company calculated the basic and diluted loss per share for the period following the Business Combination under the two-class method. The Earnout Shares are considered legally issued and outstanding shares of Class A and Class B common stock, subject to restrictions on transfer and voting. The Blocker Owner Earnout Shares are entitled to receive, ratably with the other outstanding Class A common stock, dividends, and other distributions prior to vesting. The Earnout Voting Shares have only voting rights and therefore are not entitled to receive any distributions. The basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities, as the Blocker Owner Earnout Shares are considered participating securities. The net loss per share amounts is the same for Class A common stock and the Blocker Owner Earnout Shares because the holders of each are legally entitled to equal per share earnings, losses, and distributions, whether through dividends or liquidation. Shares of Class B common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. The basic loss per share was computed by dividing net loss attributable to common shareholders for the period subsequent to the Business Combination by the weighted average number of shares of Class A common stock outstanding for the same period. Diluted loss per share was computed in a manner consistent with that of basic loss per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period. The following table presents the calculation of basic and diluted loss per share for the period from February 14, 2022 to April 2, 2022 following the Business Combination when the Company had Class A common stock outstanding (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ February 14, ​ 2022 through ​ ​ April 2, 2022 ​ ​ ​ ​ Numerator: ​ ​ ​ Net loss ​ $ (11,016) Less: Loss attributable to noncontrolling interests ​ ​ (6,016) Net loss attributable to QualTek Services, Inc. ​ ​ (5,000) Less: Loss attributable to participating securities ​ ​ (465) Net loss attributable to Class A common shareholders, basic and diluted ​ $ (4,535) ​ ​ ​ ​ Denominator: ​ ​ ​ Weighted average Class A common shares outstanding ​ ​ 24,446,284 Less: weighted average unvested Blocker Owner Earnout Shares outstanding ​ ​ (2,274,934) Weighted average Class A common shares outstanding, basic and diluted ​ ​ 22,171,350 ​ ​ ​ ​ Net loss per share - basic and diluted ​ $ (0.20) ​ The condensed consolidated statements of operations and comprehensive loss reflect a net loss in the period presented and therefore the effect of the following securities are not included in the calculation of diluted loss per share as including them would have had an anti-dilutive effect: ​ ​ ​ ​ ​ February 14, ​ ​ 2022 through ​ ​ April 2, 2022 Excluded from the calculation (1) Class B common stock 22,827,398 Private Placement Warrants 101,992 Public Warrants 2,874,979 Convertible Notes 12,468,500 Total potentially dilutive shares excluded from calculation 38,272,869 (1)

Discontinued Operations

Discontinued Operations	3 Months Ended
	Apr. 02, 2022
Discontinued Operations
Discontinued Operations	Note 3. At the end of the third quarter of 2021, we suspended all operations associated with our Canadian subsidiary within the Telecom segment and disposed/abandoned the subsidiary, which ceased our foreign operations. The disposition of the Canadian subsidiary was considered a strategic shift that had a major effect on our operations and financial results. As a result of the suspension of operations, any new business with customers was terminated and remaining orders were canceled/settled. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations in the condensed consolidated balance sheets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2022 December 31, 2021 Carrying amounts of assets included as part of discontinued operations: ​ ​ ​ ​ ​ ​ Cash ​ $ 1,415 ​ $ 1,545 Accounts receivable, net of allowance ​ 1,048 ​ 1,292 Other current assets ​ 394 ​ 1,665 Total current assets of discontinued operations ​ $ 2,857 ​ $ 4,502 Carrying amounts of liabilities included as part of discontinued operations: ​ ​ Current portion of long-term debt and capital lease obligations ​ $ 14 ​ $ 14 Accounts payable ​ 247 ​ 559 Accrued expenses ​ 1,326 ​ 1,475 Total current liabilities of discontinued operations ​ $ 1,587 ​ $ 2,048 ​ The financial results are presented as loss from discontinued operations on our condensed consolidated statements of operations and comprehensive loss. The following table presents the financial results (in thousands): ​ ​ ​ ​ ​ ​ For The Three Months Ended ​ ​ April 3, 2021 Revenue $ 3,065 Costs and expenses: ​ Cost of revenues ​ 3,848 General and administrative ​ 81 Depreciation and amortization ​ 493 Total costs and expenses ​ 4,422 Loss from operations of discontinued operations ​ (1,357) Other expense: ​ Interest expense ​ (32) Loss from discontinued operations ​ $ (1,389) ​

Acquisitions

Acquisitions	3 Months Ended
	Apr. 02, 2022
Acquisitions.
Acquisitions	Note 4. On January 26, 2021, the Company purchased 100% of the membership interests of Fiber Network Solutions, LLC (“FNS”), a Texas based company that provides new fiber optic construction services, as well as maintenance and repair services to renewable energy, commercial, and utility clientele in the United States. The overall consideration transferred was $20,059 thousand of cash and rollover equity valued at $2,000 thousand. The purchase price is subject to adjustment based upon FNS exceeding pre-determined EBITDA thresholds for the years ending 2021, 2022, 2023, and 2024, as defined in the agreement, subject to a maximum additional payment of $20,000 thousand. As of the acquisition date, the fair value of the contingent consideration was determined to be $8,200 thousand. The cash consideration was funded by the issuance of equity, as well as the issuance of convertible notes with the majority member. On August 6, 2021, the Company acquired certain assets and liabilities from Broken Arrow Communications, Inc. (“Broken Arrow”), a New Mexico based company that provides a wide variety of services for the installation, construction, and maintenance of wireless communication facilities. The consideration transferred was $5,000 thousand of cash. The purchase price is subject to adjustment based upon Broken Arrow exceeding pre-determined crew count and EBITDA thresholds for certain markets for the 5-month period of August 2021 through December 2021 and for the year ending December 31, 2022, as defined in the agreement, subject to a maximum additional payment of $10,000 thousand. As of the acquisition date, the fair value of the contingent consideration was determined to be $7,552 thousand. The cash consideration was funded by the issuance of convertible notes in June 2021. On August 30, 2021, the Company purchased 100% of the membership interests of Concurrent Group LLC (“Concurrent”), a Florida based company that provides construction, maintenance, and restoration services for utilities, electric membership co-ops, and municipally owned power providers. The overall consideration transferred was $13,828 thousand of cash, rollover equity valued at $6,000 thousand, and acquisition debt of $14,143 thousand. The purchase price is subject to adjustment based upon Concurrent exceeding pre-determined EBITDA thresholds for LTM periods ending in the third quarter of 2022, 2023 and 2024, as defined in the agreement, subject to a maximum additional payment of $30,000 thousand. As of the acquisition date, the fair value of the contingent consideration was determined to be $7,000 thousand. The cash consideration was funded by the issuance of convertible notes in June 2021. On October 15, 2021, the Company purchased 100% of the membership interests of Urban Cable Technology, LLC (“Urban Cable”), a Pennsylvania based company that provides a range of services, including aerial and underground construction, engineering, multiple dwelling units wiring and rewiring, and fiber placement to broadband and telecom cable operators. The overall consideration transferred was $8,436 thousand of cash and rollover equity valued at $4,000 thousand. The purchase price is subject to adjustment based upon Urban Cable exceeding pre-determined EBITDA for the years ending 2021, 2022, 2023, and 2024, as defined in the agreement. As of the acquisition date, the fair value of the contingent consideration was determined to be $3,450 thousand. The cash consideration was funded by line of credit. The acquisitions were recognized as business combinations with FNS reporting within our Renewables and Recovery Logistics Segment and Broken Arrow, Concurrent, and Urban Cable reporting within our Telecom Segment. The identifiable assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition dates. Goodwill resulted from expected synergies and revenue growth from combining operations with the Company. The working capital amounts for Concurrent and Urban Cable that are provisional are subject to adjustment as the Company obtains additional information. Any adjustments to the purchase price allocation will be made as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the fair value of the assets and liabilities acquired at the date of the acquisitions (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FNS ​ Broken Arrow ​ Concurrent ​ Urban Cable Purchase consideration: ​ ​ ​ ​ ​ ​ ​ ​ Cash paid ​ $ 20,059 ​ $ 5,000 ​ $ 13,828 ​ $ 8,436 Rollover equity ​ ​ 2,000 ​ ​ — ​ ​ 6,000 ​ ​ 4,000 Contingent consideration ​ ​ 8,200 ​ ​ 7,552 ​ ​ 7,000 ​ ​ 3,450 Acquisition debt ​ ​ — ​ ​ — ​ ​ 14,143 ​ ​ — Due from seller ​ ​ — ​ ​ — ​ ​ (510) ​ ​ (151) ​ ​ $ 30,259 ​ $ 12,552 ​ $ 40,461 ​ $ 15,735 Purchase price allocations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ — ​ $ — ​ $ 1,289 ​ $ 185 Accounts receivable ​ ​ — ​ ​ 5,126 ​ ​ 8,458 ​ ​ 3,695 Inventories ​ ​ — ​ ​ 133 ​ ​ 25 ​ ​ — Prepaid expenses ​ ​ — ​ ​ 94 ​ ​ — ​ ​ 14 Other current assets ​ ​ — ​ ​ — ​ ​ 10 ​ ​ 28 Property and equipment ​ ​ 9,978 ​ ​ 219 ​ ​ 5,263 ​ ​ 1,361 Other long-term assets ​ ​ — ​ ​ 32 ​ ​ 60 ​ ​ — Customer relationships ​ ​ 17,370 ​ ​ 5,750 ​ ​ 22,330 ​ ​ 10,910 Trademarks and trade names ​ ​ 270 ​ ​ 80 ​ ​ 760 ​ ​ 340 Goodwill ​ ​ 8,082 ​ ​ 5,319 ​ ​ 8,552 ​ ​ 799 ​ ​ ​ 35,700 ​ ​ 16,753 ​ ​ 46,747 ​ ​ 17,332 Accounts payable ​ ​ — ​ ​ (1,987) ​ ​ (1,938) ​ ​ (1,184) Accrued expenses ​ ​ — ​ ​ (156) ​ ​ (799) ​ ​ (323) Contract liabilities ​ ​ — ​ ​ (2,058) ​ ​ (367) ​ ​ — Capital lease obligations ​ ​ (5,441) ​ ​ — ​ ​ (3,182) ​ ​ (90) ​ ​ $ 30,259 ​ $ 12,552 ​ $ 40,461 ​ $ 15,735 ​ For the period ended April 2, 2022, the Company adjusted the provisional amounts within purchase price allocation for Urban Cable, which resulted in an increase in goodwill of $64 thousand. The Company made this measurement period adjustment to reflect facts and circumstances that related to accounts payable. The changes existed at the acquisition date and did not result from intervening events subsequent to such date. Costs incurred to affect the acquisitions and costs associated with failed transactions are recognized separately rather than included in the cost allocated to the assets acquired and liabilities assumed. Total transaction related costs of $674 thousand and $549 thousand were reflected in the condensed consolidated statements of operations and comprehensive loss for the three months ended April 2, 2022 and April 3, 2021, respectively. ​

Property and Equipment

Property and Equipment	3 Months Ended
	Apr. 02, 2022
Property and Equipment
Property and Equipment	Note 5. Property and equipment consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Office furniture ​ $ 1,519 ​ $ 1,382 Computers ​ ​ 1,905 ​ ​ 1,856 Machinery, equipment and vehicles ​ ​ 17,615 ​ ​ 17,331 Land ​ ​ 140 ​ ​ 140 Building ​ ​ 340 ​ ​ 340 Leasehold improvements ​ ​ 4,575 ​ ​ 4,552 Software ​ ​ 2,343 ​ ​ 2,320 Assets under capital lease ​ ​ 55,679 ​ ​ 50,941 Construction in process ​ ​ 1,347 ​ ​ 1,335 ​ ​ ​ 85,463 ​ ​ 80,197 Less: accumulated depreciation ​ ​ (32,866) ​ ​ (29,515) Property and equipment, net ​ $ 52,597 ​ $ 50,682 ​ Property and equipment include assets acquired under capital leases of $55,679 thousand and $50,941 thousand and accumulated depreciation of $17,018 thousand and $14,899 thousand as of April 2, 2022 and December 31, 2021, respectively. Depreciation expense was $3,785 thousand and $2,996 thousand for the three months ended April 2, 2022 and April 3, 2021, respectively.

Accounts Receivable, Net of All

Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration	3 Months Ended
	Apr. 02, 2022
Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration
Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration	Note 6. The following provides further details on the condensed consolidated balance sheet accounts of accounts receivable, net and contract liabilities. Accounts Receivable, Net of Allowance Accounts receivable, net classified as current, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Trade accounts receivable ​ $ 65,371 ​ $ 74,601 Contract assets ​ ​ 151,415 ​ ​ 132,858 ​ ​ ​ 216,786 ​ ​ 207,459 Less: allowance for doubtful accounts ​ ​ (3,460) ​ ​ (5,614) Accounts receivable, net ​ $ 213,326 ​ $ 201,845 ​ The Company is party to non-recourse financing arrangements in the ordinary course of business, under which certain receivables are settled with the customer’s bank in return for a nominal fee. Discount charges related to these arrangements, which are included within interest expense, totaled $206 thousand and $283 thousand for the three months ended April 2, 2022 and April 3, 2021, respectively. Contract Assets and Liabilities Net contract assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Contract assets ​ $ 151,415 ​ $ 132,858 Contract liabilities ​ ​ (13,514) ​ ​ (14,773) Contract assets, net ​ $ 137,901 ​ $ 118,085 ​ The amount of revenue recognized in the three-months ended April 2, 2022 and April 3, 2021 that was previously included in contact liabilities at the beginning of the period was $7,215 thousand and $6,126 thousand, respectively. ​ Customer Credit Concentration Customers whose combined amounts of accounts receivable and contract assets exceeded 10% of total combined accounts receivable and contract assets were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2022 December 31, 2021 ​ ​ ​ Amounts % of Total ​ Amounts % of Total ​ AT&T ​ $ 60,511 ​ 27.9 % $ 56,280 ​ 27.1 % T-Mobile ​ ​ 37,557 ​ 17.3 % ​ 35,756 ​ 17.2 % Verizon ​ ​ 53,204 ​ 24.5 % ​ 50,218 ​ 24.2 % Total ​ $ 151,272 ​ 69.7 % $ 142,254 ​ 68.5 % ​

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Apr. 02, 2022
Goodwill and Intangible Assets
Goodwill and Intangible Assets	Note 7. Goodwill Changes in the carrying amount of goodwill by reportable segment is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Renewables ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ ​ ​ ​ ​ Recovery ​ ​ ​ ​ ​ ​ ​ ​ Logistics ​ Telecom ​ Total Goodwill as of December 31, 2021 (a) ​ $ 21,680 ​ $ 7,043 ​ $ 28,723 Measurement period adjustments, net ​ ​ — ​ ​ 64 ​ ​ 64 Goodwill as of April 2, 2022 (a) ​ $ 21,680 ​ $ 7,107 ​ $ 28,787 (a) Goodwill is net of accumulated impairment charges of $89,421 thousand as of April 2, 2022 and December 31, 2021 in the Telecom segment. There have been no impairment charges within the Renewables and Recovery Logistics segment. For the three months ended April 2, 2022 and April 3, 2021, there were no goodwill impairment charges. Intangible Assets Intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2022 ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ carrying ​ Accumulated ​ Net carrying ​ ​ Useful Life ​ amount ​ amortization ​ amount Customer relationships ​ 9.3 ​ $ 424,560 ​ $ (107,113) ​ $ 317,447 Trademarks and trade names ​ 9.4 ​ ​ 59,969 ​ ​ (23,814) ​ ​ 36,155 ​ ​ ​ ​ $ 484,529 ​ $ (130,927) ​ $ 353,602 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ carrying ​ Accumulated ​ Net carrying ​ ​ Useful Life ​ amount ​ amortization ​ amount Customer relationships ​ 9.5 ​ $ 424,560 ​ $ (98,307) ​ $ 326,253 Trademarks and trade names ​ 9.5 ​ ​ 59,969 ​ ​ (22,048) ​ ​ 37,921 ​ ​ ​ ​ $ 484,529 ​ $ (120,355) ​ $ 364,174 ​ Amortization expense of intangible assets was $10,572 thousand and $9,397 thousand for the three months ended April 2, 2022 and April 3, 2021, respectively.

Debt and Capital Lease Obligati

Debt and Capital Lease Obligations	3 Months Ended
	Apr. 02, 2022
Debt and Capital Lease Obligations
Debt and Capital Lease Obligations	Note 8. Convertible notes – related party: Convertible notes – June 2021: Effective January 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective method. As a result of the adoption of ASU 2020-06, previously recognized beneficial conversion feature for the Convertible Notes – June 2021 outstanding as of January 1, 2022 was removed from additional paid-in capital and the debt discount. A cumulative impact adjustment was recorded to account for a reduction in interest expense due to a decrease in the discount, which is recognized as interest expense upon conversion of the convertible debt. Adoption of the new standard resulted in a decrease to additional paid-in capital of $12,270 thousand, an increase to convertible debt, net of $3,409 thousand, and an increase to accumulated deficit of $8,861 thousand. Line of credit: Term loan: The obligations of QualTek under the Credit Agreement are secured (a) on a first priority basis, by liens on the ABL Priority Collateral as defined in the ABL Intercreditor Agreement (“Intercreditor Agreement”), dated as of July 18, 2018 between QualTek HoldCo, including accounts receivable and inventory and (b) on a second priority basis, by liens on the Term Priority Collateral, as defined in the Intercreditor Agreement. The obligations of QualTek under the Term Loan are secured (a) on a first priority basis, by liens on the Term Priority Collateral and (b) on a second priority basis, by liens on the ABL Priority Collateral. Generally, Term Priority Collateral includes all assets, other than the ABL Priority Collateral, and equity interests of QualTek. Acquisition debt: Senior Unsecured Convertible Notes: Subject to and upon compliance with the provisions of the Indenture, each holder of a Convertible Note is provided with the right, at such holder’s option, to convert all or any portion (if the portion to be converted is $1 thousand principal amount or an integral multiple thereof) of such Convertible Note at any time prior to the close of business on the second scheduled trading day immediately preceding February 15, 2027, at an initial conversion rate of 100 shares of the Company’s Class A common stock, which is equal to an initial conversion price of $10 per share (subject to adjustment as provided in the Indenture) per $1 thousand principal amount of the Convertible Note. If a fundamental change (as defined in the Indenture) occurs prior to February 15, 2027, holders of the Convertible Notes will have the right to require the Company to repurchase all or any portion of their Convertible Notes in principal amounts of $1 thousand or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest. The Convertible Notes may be converted by the Company any time after the two-year anniversary of the Closing of the Business Combination on February 14, 2022 (the “Company Forced Conversion Date” ) subject to the following conditions: (i) the Company’s share price trading at or above $14 for 20 out of any 30 consecutive trading days after the Company Forced Conversion Date; (ii) the holders receive a make-whole payment in the form of cash or additional shares at the time of such conversion; (iii) the 60-day average daily trading volume ending on the last trading day of the applicable exercise period being greater than or equal to $15,000 thousand; (iv) the conversion of the Convertible Notes being made on a pro-rata basis across all Convertible Note investors; and (v) the conversion of the Convertible Notes, together with all previously converted Convertible Notes, resulting in no more than 20% of the free float of the Company’s Class A Common Stock. The Company determined that there was no derivative liability associated with the Convertible Notes under ASC 815-15, Derivatives and Hedging The Convertible Notes have customary anti-dilution protections and customary negative covenants, including limitations on indebtedness, restricted payments, and permitted investments. As of April 2, 2022, the Company was in compliance with the covenants under the Indenture. Debt outstanding, whose carrying value approximates fair market value due to variable interest rates based on current rates available to the Company for similar instruments, was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Line of credit ​ $ 39,564 ​ $ 87,633 Term loan ​ ​ 349,090 ​ ​ 351,481 Acquisition debt ​ ​ — ​ ​ 34,718 Convertible notes – related party ​ ​ — ​ ​ 30,568 Convertible notes – June 2021 ​ ​ — ​ ​ 44,400 Senior unsecured convertible notes ​ ​ 124,685 ​ ​ — Capital lease obligations ​ ​ 32,935 ​ ​ 32,001 Less: unamortized financing fees ​ ​ (9,958) ​ ​ (11,354) Less: convertible debt discount ​ ​ (8,656) ​ ​ (3,408) ​ ​ ​ 527,660 ​ ​ 566,039 Less: current maturities of long-term debt ​ ​ (9,564) ​ ​ (115,224) Less: current portion of capital lease obligations, net of capital lease interest ​ ​ (13,143) ​ ​ (12,151) ​ ​ $ 504,953 ​ $ 438,664 ​ Debt issuance costs are presented in the condensed consolidated balance sheets as a direct reduction from the carrying amount of long-term debt and are amortized over the term of the related debt. The Company amortized $1,668 thousand and $779 thousand for the three months ended April 2, 2022 and April 3, 2021, respectively, which is included in interest expense on the accompanying condensed consolidated statements of operations and comprehensive loss.

Warrants

Warrants	3 Months Ended
	Apr. 02, 2022
Warrants
Warrants	Note 9. Prior to the Business Combination, ROCR issued 2,875 thousand Public Warrants and 102 thousand Private Placement Warrants (collectively, the “Warrants”). Upon the closing of the Business Combination, the Company assumed the Warrants. The Public Warrants become exercisable on 30 days after the completion of the Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the foregoing, if there is no effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants within 120 days following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of the Business Combination. Once the warrants become exercisable, the Company may redeem the Public Warrants: - in whole and not in part; - at a price of $0.01 per warrant; - at any time after the warrants become exercisable; - upon not less than 30 days ’ prior written notice of redemption to each warrant holder; - if, and only if, the reported last sale price of the shares of Class A Common Stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 -day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and - if, and only if, there is a current registration statement in effect with respect to the shares of Class A Common Stock underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are nonredeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Apr. 02, 2022
Fair Value Measurements
Fair Value Measurements	Note 10. The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant inputs to its valuation. The following is a description of the three hierarchy levels. Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. Level 3 Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels during the three months ended April 2, 2022 and April 3, 2021. The information following is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying financial statements and the related market or fair value. The disclosures include financial instruments. Acquisition-related contingent consideration is measured at fair value on a recurring basis using unobservable inputs such as projections of financial results and cash flows for the acquired businesses and a discount factor based on the weighted average cost of capital which fall within Level 3 of the fair value hierarchy. As a result of the Business Combination, the Company has issued and outstanding Private Placement Warrants and Public Warrants. The Private Placement Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market and not subject to the redemption right under certain circumstances (see Note 9-Warrants). The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the accompanying condensed consolidated balance sheet. As of the Closing Date and April 2, 2022, the Private Placement Warrants were valued using a Black-Scholes call option model. The Black-Scholes call option model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the Public Warrants implied volatility adjusted for the redemption feature, which is considered to be a Level 3 fair value measurement. In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial liabilities that are required to be measured at fair value on a recurring basis at April 2, 2022 and December 31, 2021 and the related activity for the three months ended April 2, 2022 and April 3, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at April 2, 2022 (in thousands) Carrying Value Level 1 Level 2 Level 3 Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ $ 31,166 ​ $ — ​ $ — ​ $ 31,166 Warrant liability - private placement warrants ​ ​ 77 ​ ​ — ​ ​ — ​ ​ 77 ​ ​ $ 31,243 ​ $ — ​ $ — ​ $ 31,243 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at December 31, 2021 (in thousands) Carrying Value Level 1 Level 2 Level 3 Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ $ 30,756 ​ $ — ​ $ — ​ $ 30,756 ​ ​ $ 30,756 ​ $ — ​ $ — ​ $ 30,756 ​ The following table sets forth a summary of the changes in fair value of the Company’s financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant ​ Contingent ​ ​ liability ​ consideration January 1, 2022 $ — $ 30,756 Assumption of private placement warrants in Business Combination ​ ​ 77 ​ ​ — Accretion ​ ​ — ​ ​ 410 April 2, 2022 ​ $ 77 ​ $ 31,166 ​ ​ ​ ​ ​ ​ ​ Contingent ​ ​ consideration January 1, 2021 $ 18,129 Acquisition (see Note 4) ​ ​ 8,200 Accretion ​ ​ 227 Reclassification to acquisition debt ​ ​ (10,000) April 3, 2021 ​ $ 16,556 ​

Equity

Equity	3 Months Ended
	Apr. 02, 2022
Equity
Equity	Note 11. QualTek HoldCo Class A Units, Preferred Class B Units, and Class P Units: - BCP QualTek Investors, LLC (the Blocker) owned a majority of QualTek HoldCo’s Class A Units; - BCP QualTek II, LLC owned all of QualTek HoldCo’s Preferred Class B Units; and - BCP QualTek Management, LLC owned all Class P Units and the remaining Class A Units. Immediately prior to the Business Combination, management made a non-cash discretionary distribution to effectively settle all existing Class P Units in exchange for Historical LLC Interests in QualTek HoldCo. In addition, as mentioned in Note 1 - Nature of Business and Summary of Significant Accounting Policies, per the Business Combination Agreement, QualTek HoldCo issued the Convertible Note – Related Party – June 2021 (see in Note 8-Debt and Capital Lease Obligations) in an aggregate principal amount of $30,558 thousand to BCP QualTek II, LLC in exchange for all the Preferred Class B units, which automatically converted into Common Units upon closing of the Business Combination. QualTek Services Inc. Preferred Stock: no outstanding QualTek Services Inc. Class A Common Stock: issued outstanding QualTek Services Inc. Class B Common Stock: issued outstanding Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters requiring a shareholder vote. Non-controlling Interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership ​ ​ Common Units ​ Percentage Common Units held by QualTek Services Inc. 22,171,350 45 % Common Units held by Flow-through Sellers 26,663,575 55 % Balance at end of period 48,834,925 100 % ​ Each Common Unit corresponds to a share of Class B Common Stock. Common Unit holders share in QualTek HoldCo’s profits or loss and distributions on a pro rata basis. The Flow-through Sellers have the right to exchange their Common Units in QualTek HoldCo for shares of Class A Common Stock of QualTek Services Inc. on a one-to-one basis after the expiration of the Lock-Up Period (as defined in the QualTek HoldCo Agreement). In connection with the exercise of the exchange of the Common Units, the Flow-through Sellers will be required to surrender a number of shares of Class B Common Stock, which the Company will cancel for no consideration on a one-for-one basis with the number of Common Units so exchanged. As of April 2, 2022, no exchanges have occurred or been requested. Public Warrants: Earnout Shares: HoldCo, LLC which is subject to the same vesting conditions. At April 2, 2022, the earnout targets have not been achieved and all Earnout Shares are unvested.

Income Taxes

Income Taxes	3 Months Ended
	Apr. 02, 2022
Income Taxes
Income Taxes	Note 12. Income Taxes Prior to the Business Combination, QualTek HoldCo was treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, QualTek HoldCo’s is not subject to U.S. federal and certain state and local income taxes. Any taxable income and losses were passed through to and included in the taxable income of its members. Following the Business Combination, the Company is subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to its allocable share of any taxable income of QualTek HoldCo. The effective tax rate was 0% for three months ended April 2, 2022. The company, based on the consideration of the relevant positive and negative evidence available, maintained a full valuation allowance against its deferred tax assets. The Company provides for income taxes and related accounts using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than-not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of future taxable income.

Tax Receivable Agreement

Tax Receivable Agreement	3 Months Ended
	Apr. 02, 2022
Tax Receivable Agreement
Tax Receivable Agreement	Note 13. Tax Receivable Agreement As part of the Business Combination, the Company entered into a Tax Receivable Agreement (“TRA”). Under the terms of the TRA, the Company will be required to pay to the TRA Holders 85% of the applicable cash tax savings, if any, in the U.S. federal, state and local tax that the Company realizes or is deemed to realize in certain circumstances as a result of (i) existing tax basis in certain assets of QualTek Holdco and certain of its direct and indirect Subsidiaries allocable to the Company as a result of the acquisition of Common Units by the Company as part of the Business Combination, (ii) tax basis adjustments resulting from taxable exchanges of Common Units acquired by the Company, (iii) tax deductions in respect to portions of certain payments made under the TRA, and (iv) certain tax attributes of the Company that were acquired directly or indirectly pursuant to the Business Combination. The Company generally retains the benefit of the remaining 15% of the applicable tax savings. The TRA liability is carried at a value equal to the undiscounted expected future payments due under the TRA. The Company recorded $34,092 thousand as an estimate of future payments as an increase in TRA liability and a decrease to additional paid-in capital in the condensed consolidated financial statements. The Company estimates it will be able to utilize some, but not all, of the tax attributes based on current tax forecasts. If there was sufficient income to utilize all tax attributes, the TRA liability would be $44,008 thousand. If subsequent adjustments to the liability for future payments occur, those changes would be recognized through current period net income (loss) in the consolidated statements of operations and comprehensive income (loss).

Segments and Related Informatio

Segments and Related Information	3 Months Ended
	Apr. 02, 2022
Segments and Related Information
Segments and Related Information	Note 14. The Company manages its operation under two operating segments, which represent its two reportable segments: (1) Telecom and (2) Renewables and Recovery Logistics. The Telecom segment performs site acquisition, engineering, project management, installation, testing, last mile installation, and maintenance solutions of communication infrastructure for telecommunication and cable providers, businesses, public venues, government facilities, and residential subscribers. The Renewables and Recovery Logistics segment derives its revenue from providing new fiber optic construction services, maintenance and repair services as well as businesses with continuity and disaster relief services to renewable energy, commercial, telecommunication and utility companies. The segment also provides business-as-usual services such as generator storage and repair and cell maintenance services. The accounting policies of the reportable segments are the same as those described in Note 1 - Nature of Business and Summary of Significant Accounting Policies . related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs and other discrete items. We present adjusted EBITDA as the key metric used by our management to assess the operating and financial performance of our operations in order to make decisions on allocation of resources. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. Summarized financial information for the Company’s reportable segments is presented and reconciled to the Company’s condensed consolidated financial information in the following tables, all of which are presented in thousands. Note the information below excludes amounts from discontinued operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Revenue: April 2, 2022 April 3, 2021 Telecom ​ $ 132,664 ​ $ 106,480 Renewables and Recovery Logistics ​ ​ 15,497 ​ ​ 12,633 Total consolidated revenue ​ $ 148,161 ​ $ 119,113 ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, Total Assets: ​ 2022 ​ 2021 Telecom ​ $ 588,755 ​ $ 570,750 Renewables and Recovery Logistics ​ ​ 81,288 ​ ​ 90,638 Corporate ​ ​ 2,541 ​ ​ 10,371 Total consolidated assets ​ $ 672,584 ​ $ 671,759 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Capital Expenditures: April 2, 2022 April 3, 2021 Telecom ​ $ 5,533 ​ $ 369 Renewables and Recovery Logistics ​ ​ 366 ​ ​ 86 Corporate ​ ​ 166 ​ ​ 515 Total consolidated capital expenditures ​ $ 6,065 ​ $ 970 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Amortization and Depreciation: April 2, 2022 April 3, 2021 Amortization and depreciation ​ ​ ​ ​ ​ ​ Telecom ​ $ 11,661 ​ $ 9,820 Renewables and Recovery Logistics ​ ​ 2,895 ​ ​ 2,567 Corporate ​ ​ 210 ​ ​ 235 Total consolidated amortization and depreciation ​ $ 14,766 ​ $ 12,622 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Adjusted EBITDA Reconciliation: April 2, 2022 April 3, 2021 Telecom adjusted EBITDA ​ $ 4,812 ​ $ 4,814 Renewables and Recovery Logistics adjusted EBITDA ​ ​ 5,309 ​ ​ 2,878 Corporate adjusted EBITDA ​ ​ (6,094) ​ ​ (3,929) Total adjusted EBITDA ​ $ 4,027 ​ $ 3,763 Less: ​ ​ ​ ​ ​ ​ Management fees ​ ​ 126 ​ ​ 497 Transaction expenses ​ ​ 9,268 ​ ​ 549 Share based compensation ​ ​ 6,711 ​ ​ — Depreciation and amortization ​ ​ 14,766 ​ ​ 12,622 Interest expense ​ ​ 12,343 ​ ​ 9,955 Integration, public company readiness and close out costs ​ ​ 1,360 ​ ​ — Net loss from continuing operations ​ $ (40,547) ​ $ (19,860) ​ Revenue by Service Offerings Revenue for each of the Company’s end-market services offerings is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended ​ April 2, 2022 April 3, 2021 Telecom Wireless ​ $ 94,366 ​ $ 83,973 Telecom Wireline ​ ​ 31,431 ​ ​ 22,507 Telecom Power ​ ​ 6,867 ​ ​ — Renewables ​ ​ 2,267 ​ ​ 2,280 Recovery Logistics ​ ​ 13,230 ​ ​ 10,353 Total ​ $ 148,161 ​ $ 119,113 ​ Significant Customers Revenue concentration information for significant customers as a percentage of total consolidated revenue was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended ​ ​ ​ April 2, 2022 ​ April 3, 2021 ​ Customers: Amount % of Total Amount % of Total ​ AT&T ​ $ 55,983 ​ 38 % $ 60,783 ​ 51 % T-Mobile ​ ​ 19,183 ​ 13 % ​ 17,321 ​ 15 % Verizon ​ ​ 22,851 ​ 15 % ​ 17,850 ​ 15 % Total ​ $ 98,017 ​ 66 % $ 95,954 ​ 81 % ​

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Apr. 02, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 15. Litigation: Operating leases:

Related Party Transactions

Related Party Transactions	3 Months Ended
	Apr. 02, 2022
Related Party Transactions
Related Party Transactions	Note 16. On July 18, 2018, the Company entered into an Advisory Services Agreement with its majority member. The agreement requires quarterly advisory fees of $125 thousand paid at the beginning of each quarter. The Company incurred $126 thousand and $497 thousand in advisory fees for the three months ended April 2, 2022 and April 3, 2021, respectively. Effective as of the date of the Business Combination, the advisory fees were suspended.

Subsequent Events

Subsequent Events	3 Months Ended
	Apr. 02, 2022
Subsequent Events
Subsequent Events	Note 17. The Company has evaluated all events that occurred through the date of this filing. On May 13, 2022, the Company executed an amendment to the Credit Agreement with PNC that extended the maturity date from by two years from July 18, 2023 to July 17, 2025 and clarified certain provisions to exclude the payment of the earn-out obligations made in February 2022 from the proceeds from the Business Combination. ​

Nature of Business and Summar_2

Nature of Business and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Apr. 02, 2022
Nature of Business and Summary of Significant Accounting Policies
Principles of Consolidation	Principles of Consolidation: For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of QualTek HoldCo and its wholly owned subsidiaries. All intercompany accounts and transactions among QualTek HoldCo and its consolidated subsidiaries were eliminated.
Emerging Growth Company	Emerging Growth Company: 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)(l) 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 consolidated 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.
Use of estimates	Use of Estimates:
Noncontrolling interests	Noncontrolling Interests:
Income taxes	Income Taxes: Following the Business Combination, the Company is subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to its allocable share of any taxable income of QualTek HoldCo. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than-not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of future taxable income.
Tax Receivable Agreement Liability	Tax Receivable Agreement Liability:
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share: weighted-average shares outstanding for purposes of loss per share. The Company has issued and outstanding Earnout Shares, including the Blocker Owner Earnout Shares and Earnout Voting Shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Business Combination. The basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities, as the Blocker Owner Earnout Shares are considered participating securities. Unvested Blocker Owner Earnout Shares will not be included in the denominator of the basic and diluted loss per share calculation until the contingent condition is met. The Earnout Voting Shares are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of calculating loss per share.
Warrant Accounting	Warrant Accounting: For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. The Company recorded the Public Warrants assumed as part of the Business Combination as equity (see Note 11-Equity). For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company recorded the Private Placement Warrants assumed as part of the Business Combination as a liability. The fair value of the Private Placement Warrants (see Note 9-Warrants) was estimated using Black-Scholes call option model (see Note 10-Fair Value Measurements).
Earnout Shares	Earnout Shares: The Earnout Shares are considered legally issued and outstanding shares of common stock subject to restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets described above. The Company evaluated the Earnout Shares and concluded that they meet the criteria for equity classification under ASC 815-40. The Earnout Shares were classified in stockholders’ equity, recognized at fair value upon the closing of the Business Combination and will not be subsequently remeasured.
Convertible Instruments	Convertible Instruments: Public business entities should apply the amendments in ASU 2020-06 for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted but no earlier than fiscal years beginning after December 15, 2020. For nonpublic business entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted but no earlier than fiscal years beginning after December 15, 2020. The Company, as an EGC, is allowed the extended transition period offered to nonpublic business entities and is not required to apply this new standard until fiscal years beginning after December 15, 2023. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to accumulated deficit on the first day of the period adopted. Therefore, this transition method applies the amendments in ASU 2020-06 to outstanding financial instruments as of the beginning of the fiscal year of adoption (January 1, 2022), with the cumulative effect of the change recognized as an adjustment to the opening balance of accumulated deficit as of the date of adoption. The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2022 (the date of adoption of ASU 2020-06). The Convertible Notes-June 2021 (see in Note 8-Debt and Capital Lease Obligations) issued on June 16, 2021 was the only outstanding financial instrument affected by this new accounting standard as of January 1, 2022. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard (see Note 8-Debt and Capital Lease Obligations).
Transaction Costs	Transaction Costs:
Recent accounting pronouncements	Recent accounting pronouncements: Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers (“Topic 606”) as if it had originated the contracts, while also taking into account how the acquiree applied Topic 606. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our financial statements.
Risks and uncertainties	Risks and uncertainties: It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial effect will be to the Company.

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Apr. 02, 2022
Earnings Per Share
Schedule of basic and diluted earnings per unit	​ ​ ​ ​ ​ ​ ​ February 14, ​ 2022 through ​ ​ April 2, 2022 ​ ​ ​ ​ Numerator: ​ ​ ​ Net loss ​ $ (11,016) Less: Loss attributable to noncontrolling interests ​ ​ (6,016) Net loss attributable to QualTek Services, Inc. ​ ​ (5,000) Less: Loss attributable to participating securities ​ ​ (465) Net loss attributable to Class A common shareholders, basic and diluted ​ $ (4,535) ​ ​ ​ ​ Denominator: ​ ​ ​ Weighted average Class A common shares outstanding ​ ​ 24,446,284 Less: weighted average unvested Blocker Owner Earnout Shares outstanding ​ ​ (2,274,934) Weighted average Class A common shares outstanding, basic and diluted ​ ​ 22,171,350 ​ ​ ​ ​ Net loss per share - basic and diluted ​ $ (0.20)
Schedule of anti dilutive effect	​ ​ ​ ​ ​ February 14, ​ ​ 2022 through ​ ​ April 2, 2022 Excluded from the calculation (1) Class B common stock 22,827,398 Private Placement Warrants 101,992 Public Warrants 2,874,979 Convertible Notes 12,468,500 Total potentially dilutive shares excluded from calculation 38,272,869 (1)

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Apr. 02, 2022
Discontinued Operations
Summary of aggregate carrying amounts of the classes of assets and liabilities of discontinued operations and loss from discontinued operations	The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations in the condensed consolidated balance sheets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2022 December 31, 2021 Carrying amounts of assets included as part of discontinued operations: ​ ​ ​ ​ ​ ​ Cash ​ $ 1,415 ​ $ 1,545 Accounts receivable, net of allowance ​ 1,048 ​ 1,292 Other current assets ​ 394 ​ 1,665 Total current assets of discontinued operations ​ $ 2,857 ​ $ 4,502 Carrying amounts of liabilities included as part of discontinued operations: ​ ​ Current portion of long-term debt and capital lease obligations ​ $ 14 ​ $ 14 Accounts payable ​ 247 ​ 559 Accrued expenses ​ 1,326 ​ 1,475 Total current liabilities of discontinued operations ​ $ 1,587 ​ $ 2,048 The financial results are presented as loss from discontinued operations on our condensed consolidated statements of operations and comprehensive loss. The following table presents the financial results (in thousands): ​ ​ ​ ​ ​ ​ For The Three Months Ended ​ ​ April 3, 2021 Revenue $ 3,065 Costs and expenses: ​ Cost of revenues ​ 3,848 General and administrative ​ 81 Depreciation and amortization ​ 493 Total costs and expenses ​ 4,422 Loss from operations of discontinued operations ​ (1,357) Other expense: ​ Interest expense ​ (32) Loss from discontinued operations ​ $ (1,389)

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Apr. 02, 2022
Acquisitions.
Schedule of fair value of the assets and liabilities	The following table summarizes the fair value of the assets and liabilities acquired at the date of the acquisitions (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FNS ​ Broken Arrow ​ Concurrent ​ Urban Cable Purchase consideration: ​ ​ ​ ​ ​ ​ ​ ​ Cash paid ​ $ 20,059 ​ $ 5,000 ​ $ 13,828 ​ $ 8,436 Rollover equity ​ ​ 2,000 ​ ​ — ​ ​ 6,000 ​ ​ 4,000 Contingent consideration ​ ​ 8,200 ​ ​ 7,552 ​ ​ 7,000 ​ ​ 3,450 Acquisition debt ​ ​ — ​ ​ — ​ ​ 14,143 ​ ​ — Due from seller ​ ​ — ​ ​ — ​ ​ (510) ​ ​ (151) ​ ​ $ 30,259 ​ $ 12,552 ​ $ 40,461 ​ $ 15,735 Purchase price allocations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ — ​ $ — ​ $ 1,289 ​ $ 185 Accounts receivable ​ ​ — ​ ​ 5,126 ​ ​ 8,458 ​ ​ 3,695 Inventories ​ ​ — ​ ​ 133 ​ ​ 25 ​ ​ — Prepaid expenses ​ ​ — ​ ​ 94 ​ ​ — ​ ​ 14 Other current assets ​ ​ — ​ ​ — ​ ​ 10 ​ ​ 28 Property and equipment ​ ​ 9,978 ​ ​ 219 ​ ​ 5,263 ​ ​ 1,361 Other long-term assets ​ ​ — ​ ​ 32 ​ ​ 60 ​ ​ — Customer relationships ​ ​ 17,370 ​ ​ 5,750 ​ ​ 22,330 ​ ​ 10,910 Trademarks and trade names ​ ​ 270 ​ ​ 80 ​ ​ 760 ​ ​ 340 Goodwill ​ ​ 8,082 ​ ​ 5,319 ​ ​ 8,552 ​ ​ 799 ​ ​ ​ 35,700 ​ ​ 16,753 ​ ​ 46,747 ​ ​ 17,332 Accounts payable ​ ​ — ​ ​ (1,987) ​ ​ (1,938) ​ ​ (1,184) Accrued expenses ​ ​ — ​ ​ (156) ​ ​ (799) ​ ​ (323) Contract liabilities ​ ​ — ​ ​ (2,058) ​ ​ (367) ​ ​ — Capital lease obligations ​ ​ (5,441) ​ ​ — ​ ​ (3,182) ​ ​ (90) ​ ​ $ 30,259 ​ $ 12,552 ​ $ 40,461 ​ $ 15,735

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Apr. 02, 2022
Property and Equipment
Schedule of Property and Equipment	Property and equipment consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Office furniture ​ $ 1,519 ​ $ 1,382 Computers ​ ​ 1,905 ​ ​ 1,856 Machinery, equipment and vehicles ​ ​ 17,615 ​ ​ 17,331 Land ​ ​ 140 ​ ​ 140 Building ​ ​ 340 ​ ​ 340 Leasehold improvements ​ ​ 4,575 ​ ​ 4,552 Software ​ ​ 2,343 ​ ​ 2,320 Assets under capital lease ​ ​ 55,679 ​ ​ 50,941 Construction in process ​ ​ 1,347 ​ ​ 1,335 ​ ​ ​ 85,463 ​ ​ 80,197 Less: accumulated depreciation ​ ​ (32,866) ​ ​ (29,515) Property and equipment, net ​ $ 52,597 ​ $ 50,682

Accounts Receivable, Net of A_2

Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration (Tables)	3 Months Ended
	Apr. 02, 2022
Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration
Schedule of accounts receivable, net, classified as current	Accounts receivable, net classified as current, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Trade accounts receivable ​ $ 65,371 ​ $ 74,601 Contract assets ​ ​ 151,415 ​ ​ 132,858 ​ ​ ​ 216,786 ​ ​ 207,459 Less: allowance for doubtful accounts ​ ​ (3,460) ​ ​ (5,614) Accounts receivable, net ​ $ 213,326 ​ $ 201,845
Schedule of net contract assets	Net contract assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Contract assets ​ $ 151,415 ​ $ 132,858 Contract liabilities ​ ​ (13,514) ​ ​ (14,773) Contract assets, net ​ $ 137,901 ​ $ 118,085
Schedule of customer credit concentration	Customers whose combined amounts of accounts receivable and contract assets exceeded 10% of total combined accounts receivable and contract assets were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2022 December 31, 2021 ​ ​ ​ Amounts % of Total ​ Amounts % of Total ​ AT&T ​ $ 60,511 ​ 27.9 % $ 56,280 ​ 27.1 % T-Mobile ​ ​ 37,557 ​ 17.3 % ​ 35,756 ​ 17.2 % Verizon ​ ​ 53,204 ​ 24.5 % ​ 50,218 ​ 24.2 % Total ​ $ 151,272 ​ 69.7 % $ 142,254 ​ 68.5 %

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Apr. 02, 2022
Goodwill and Intangible Assets
Schedule of Goodwill	Changes in the carrying amount of goodwill by reportable segment is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Renewables ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ ​ ​ ​ ​ Recovery ​ ​ ​ ​ ​ ​ ​ ​ Logistics ​ Telecom ​ Total Goodwill as of December 31, 2021 (a) ​ $ 21,680 ​ $ 7,043 ​ $ 28,723 Measurement period adjustments, net ​ ​ — ​ ​ 64 ​ ​ 64 Goodwill as of April 2, 2022 (a) ​ $ 21,680 ​ $ 7,107 ​ $ 28,787 (a) Goodwill is net of accumulated impairment charges of $89,421 thousand as of April 2, 2022 and December 31, 2021 in the Telecom segment. There have been no impairment charges within the Renewables and Recovery Logistics segment.
Schedule of Intangible assets	Intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2022 ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ carrying ​ Accumulated ​ Net carrying ​ ​ Useful Life ​ amount ​ amortization ​ amount Customer relationships ​ 9.3 ​ $ 424,560 ​ $ (107,113) ​ $ 317,447 Trademarks and trade names ​ 9.4 ​ ​ 59,969 ​ ​ (23,814) ​ ​ 36,155 ​ ​ ​ ​ $ 484,529 ​ $ (130,927) ​ $ 353,602 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ carrying ​ Accumulated ​ Net carrying ​ ​ Useful Life ​ amount ​ amortization ​ amount Customer relationships ​ 9.5 ​ $ 424,560 ​ $ (98,307) ​ $ 326,253 Trademarks and trade names ​ 9.5 ​ ​ 59,969 ​ ​ (22,048) ​ ​ 37,921 ​ ​ ​ ​ $ 484,529 ​ $ (120,355) ​ $ 364,174

Debt and Capital Lease Obliga_2

Debt and Capital Lease Obligations (Tables)	3 Months Ended
	Apr. 02, 2022
Debt and Capital Lease Obligations
Schedule of carrying values and estimated fair values of debt instruments and capital lease obligations	Debt outstanding, whose carrying value approximates fair market value due to variable interest rates based on current rates available to the Company for similar instruments, was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, ​ ​ 2022 ​ 2021 Line of credit ​ $ 39,564 ​ $ 87,633 Term loan ​ ​ 349,090 ​ ​ 351,481 Acquisition debt ​ ​ — ​ ​ 34,718 Convertible notes – related party ​ ​ — ​ ​ 30,568 Convertible notes – June 2021 ​ ​ — ​ ​ 44,400 Senior unsecured convertible notes ​ ​ 124,685 ​ ​ — Capital lease obligations ​ ​ 32,935 ​ ​ 32,001 Less: unamortized financing fees ​ ​ (9,958) ​ ​ (11,354) Less: convertible debt discount ​ ​ (8,656) ​ ​ (3,408) ​ ​ ​ 527,660 ​ ​ 566,039 Less: current maturities of long-term debt ​ ​ (9,564) ​ ​ (115,224) Less: current portion of capital lease obligations, net of capital lease interest ​ ​ (13,143) ​ ​ (12,151) ​ ​ $ 504,953 ​ $ 438,664

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Apr. 02, 2022
Fair Value Measurements
Schedule of fair value of the Company's financial liabilities that are measured at fair value on recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at April 2, 2022 (in thousands) Carrying Value Level 1 Level 2 Level 3 Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ $ 31,166 ​ $ — ​ $ — ​ $ 31,166 Warrant liability - private placement warrants ​ ​ 77 ​ ​ — ​ ​ — ​ ​ 77 ​ ​ $ 31,243 ​ $ — ​ $ — ​ $ 31,243 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at December 31, 2021 (in thousands) Carrying Value Level 1 Level 2 Level 3 Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ $ 30,756 ​ $ — ​ $ — ​ $ 30,756 ​ ​ $ 30,756 ​ $ — ​ $ — ​ $ 30,756
Summary of changes in fair value of Level 3 financial liabilities	The following table sets forth a summary of the changes in fair value of the Company’s financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant ​ Contingent ​ ​ liability ​ consideration January 1, 2022 $ — $ 30,756 Assumption of private placement warrants in Business Combination ​ ​ 77 ​ ​ — Accretion ​ ​ — ​ ​ 410 April 2, 2022 ​ $ 77 ​ $ 31,166 ​ ​ ​ ​ ​ ​ ​ Contingent ​ ​ consideration January 1, 2021 $ 18,129 Acquisition (see Note 4) ​ ​ 8,200 Accretion ​ ​ 227 Reclassification to acquisition debt ​ ​ (10,000) April 3, 2021 ​ $ 16,556

Equity (Tables)

Equity (Tables)	3 Months Ended
	Apr. 02, 2022
Equity
Summary Of Ownership Interest In Noncontrolling Interest	​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership ​ ​ Common Units ​ Percentage Common Units held by QualTek Services Inc. 22,171,350 45 % Common Units held by Flow-through Sellers 26,663,575 55 % Balance at end of period 48,834,925 100 %

Segments and Related Informat_2

Segments and Related Information (Tables)	3 Months Ended
	Apr. 02, 2022
Segments and Related Information
Summarized financial information for the Company's reportable segments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Revenue: April 2, 2022 April 3, 2021 Telecom ​ $ 132,664 ​ $ 106,480 Renewables and Recovery Logistics ​ ​ 15,497 ​ ​ 12,633 Total consolidated revenue ​ $ 148,161 ​ $ 119,113 ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, December 31, Total Assets: ​ 2022 ​ 2021 Telecom ​ $ 588,755 ​ $ 570,750 Renewables and Recovery Logistics ​ ​ 81,288 ​ ​ 90,638 Corporate ​ ​ 2,541 ​ ​ 10,371 Total consolidated assets ​ $ 672,584 ​ $ 671,759 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Capital Expenditures: April 2, 2022 April 3, 2021 Telecom ​ $ 5,533 ​ $ 369 Renewables and Recovery Logistics ​ ​ 366 ​ ​ 86 Corporate ​ ​ 166 ​ ​ 515 Total consolidated capital expenditures ​ $ 6,065 ​ $ 970 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Amortization and Depreciation: April 2, 2022 April 3, 2021 Amortization and depreciation ​ ​ ​ ​ ​ ​ Telecom ​ $ 11,661 ​ $ 9,820 Renewables and Recovery Logistics ​ ​ 2,895 ​ ​ 2,567 Corporate ​ ​ 210 ​ ​ 235 Total consolidated amortization and depreciation ​ $ 14,766 ​ $ 12,622
Reconciliation of Net Loss from Segments to Consolidated	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended Adjusted EBITDA Reconciliation: April 2, 2022 April 3, 2021 Telecom adjusted EBITDA ​ $ 4,812 ​ $ 4,814 Renewables and Recovery Logistics adjusted EBITDA ​ ​ 5,309 ​ ​ 2,878 Corporate adjusted EBITDA ​ ​ (6,094) ​ ​ (3,929) Total adjusted EBITDA ​ $ 4,027 ​ $ 3,763 Less: ​ ​ ​ ​ ​ ​ Management fees ​ ​ 126 ​ ​ 497 Transaction expenses ​ ​ 9,268 ​ ​ 549 Share based compensation ​ ​ 6,711 ​ ​ — Depreciation and amortization ​ ​ 14,766 ​ ​ 12,622 Interest expense ​ ​ 12,343 ​ ​ 9,955 Integration, public company readiness and close out costs ​ ​ 1,360 ​ ​ — Net loss from continuing operations ​ $ (40,547) ​ $ (19,860)
Schedule of Revenue by Service Offerings	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended ​ April 2, 2022 April 3, 2021 Telecom Wireless ​ $ 94,366 ​ $ 83,973 Telecom Wireline ​ ​ 31,431 ​ ​ 22,507 Telecom Power ​ ​ 6,867 ​ ​ — Renewables ​ ​ 2,267 ​ ​ 2,280 Recovery Logistics ​ ​ 13,230 ​ ​ 10,353 Total ​ $ 148,161 ​ $ 119,113 ​
Schedule of Revenue from Significant Customers	Revenue concentration information for significant customers as a percentage of total consolidated revenue was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Three Months Ended ​ ​ ​ April 2, 2022 ​ April 3, 2021 ​ Customers: Amount % of Total Amount % of Total ​ AT&T ​ $ 55,983 ​ 38 % $ 60,783 ​ 51 % T-Mobile ​ ​ 19,183 ​ 13 % ​ 17,321 ​ 15 % Verizon ​ ​ 22,851 ​ 15 % ​ 17,850 ​ 15 % Total ​ $ 98,017 ​ 66 % $ 95,954 ​ 81 %

Nature of Business and Summar_3

Nature of Business and Summary of Significant Accounting Policies (Details) shares in Thousands	Feb. 14, 2022USD ($)$ / sharesshares	Jun. 30, 2021USD ($)shares	Apr. 02, 2022USD ($)segment$ / sharesshares	Dec. 31, 2021$ / shares
Number of reportable segments | segment			2
Aggregate principal amount of convertible debt		$ 30,558,000
Proceeds from issuance of common stock			$ 36,948,000
Repayments of debt			34,718,000
Repayments of long-term lines of credit			73,000,000
Repayment of promissory note			$ 500,000
Tax Receivable Agreement, Percentage Of Savings Payable			85.00%
Business Combination And PIPE Financing, Transaction Costs			$ 24,999,000
Indirect and Incremental Transaction Costs			$ 8,594,000
Earnout Shares, Stock Price Equals Or Exceeds 15.00 Dollars Per Share
Earnout Period			5 years
Earnout per shares | $ / shares			$ 15
Earnout Shares, Trading Days			20
Earnout Shares, Consecutive Trading Days			30
Percentage Of Earnout Shares Earned			50.00%
Earnout Shares, Stock Price Equals Or Exceeds 18.00 Dollars Per Share
Earnout per shares | $ / shares			$ 18
Earnout Shares, Trading Days			20
Earnout Shares, Consecutive Trading Days			30
Percentage Of Earnout Shares Earned			50.00%
Public Warrants
Warrants Issued | shares			2,875
Private Warrants
Warrants Issued | shares			102
PIPE Financing
Proceeds from issuance of common stock			$ 35,915,000
QualTek HoldCo, LLC
Noncontrolling interest, ownership percentage by noncontrolling owners			45.00%
QualTek HoldCo, LLC | Flow-Through Sellers
Noncontrolling interest, ownership percentage by Parent			55.00%
Class A Common Stock
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.0001	$ 0.0001
Debt Conversion, Converted Instrument, Shares Issued | shares		2,875
Class A Common Stock | PIPE Financing
Number of units issued | shares			3,989
Class A Common Stock | Blocker Owner Earnout Shares
Number of units issued | shares			2,275
Class B Common stock
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.0001	$ 0.0001
Debt Conversion, Converted Instrument, Shares Issued | shares		4,063
Class B Common stock | Earnout Voting Shares
Number of units issued | shares			3,836
Roth CH Acquisition III Co.
Amount received at closing	$ 1,033,000
Amount received from Trust account	$ 1,004,000
Number of shares not redeemed by public share holders | shares	100
Cash received	$ 29,000,000
Business Combination Agreement [Member]
Business combination consideration transferred	306,888,000
Amount Considered For Calculation Of Equity Value	294,319,000
Rollover equity	10,000,000
Acquisition debt	$ 30,558,000
Business Combination Agreement [Member] | Roth ChIii Blocker Merger Sub Llc And Bcp Qualtek Investors Llc [Member]
Number of shares | shares	16,160
Issued and outstanding | shares	21,571
Rollover equity	$ 161,604,000
Business Combination Agreement [Member] | Roth ChIii Blocker Merger Sub Llc And Bcp Qualtek Investors Llc [Member] | Class A Common Stock
Number of shares | shares	11,924
Business Combination Agreement [Member] | Roth ChIii Blocker Merger Sub Llc And Bcp Qualtek Investors Llc [Member] | Class B Common stock
Number of shares | shares	18,765
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Convertible Note Subscription Agreements [Member]
Aggregate principal amount of convertible debt	$ 124,685,000

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	3 Months Ended
	Apr. 02, 2022	Apr. 02, 2022	Apr. 03, 2021
Numerator:
Loss from continuing operations		$ (40,547)	$ (19,860)
Net loss	$ (11,016)	(40,547)	(21,249)
Less: Net loss attributable to noncontrolling interests	(6,016)	(35,547)	$ (21,249)
Net loss attributable to QualTek Services Inc.	(5,000)	$ (5,000)
Less: Loss attributable to participating securities	(465)
Class A Common Stock
Numerator:
Net loss attributable to Class A Units (basic)	$ (4,535)
Denominator:
Weighted average Class A common shares outstanding	24,446,284
Less: weighted average unvested Blocker Owner Earnout Shares outstanding	(2,274,934)
Basic weighted average common units outstanding	22,171,350
Weighted-average number of units outstanding, diluted	22,171,350
Net loss - basic	$ (0.20)
Net loss - diluted	$ (0.20)

Earnings Per Share - Anti dilut

Earnings Per Share - Anti dilutive securities (Details)	2 Months Ended
	Apr. 02, 2022shares
Anti-dilutive securities
Total potentially dilutive shares excluded from calculation	38,272,869
Class B common stock
Anti-dilutive securities
Total potentially dilutive shares excluded from calculation	22,827,398
Private Placement Warrants
Anti-dilutive securities
Total potentially dilutive shares excluded from calculation	101,992
Public Warrants
Anti-dilutive securities
Total potentially dilutive shares excluded from calculation	2,874,979
Convertible Notes
Anti-dilutive securities
Total potentially dilutive shares excluded from calculation	12,468,500

Discontinued Operations - Conde

Discontinued Operations - Condensed consolidated balance sheets (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Carrying amounts of assets included as part of discontinued operations:
Cash	$ 1,415	$ 1,545
Accounts receivable, net of allowance	1,048	1,292
Other current assets	394	1,665
Total current assets of discontinued operations	2,857	4,502
Carrying amounts of liabilities included as part of discontinued operations:
Current portion of long-term debt and capital lease obligations	14	14
Accounts payable	247	559
Accrued expenses	1,326	1,475
Total current liabilities of discontinued operations	$ 1,587	$ 2,048

Discontinued Operations - Con_2

Discontinued Operations - Condensed consolidated statements of operations and comprehensive loss (Details) $ in Thousands	3 Months Ended
	Apr. 03, 2021USD ($)
Discontinued Operations
Revenue	$ 3,065
Costs and expenses:
Cost of revenues	3,848
General and administrative	81
Depreciation and amortization	493
Total costs and expenses	4,422
Loss from operations of discontinued operations	(1,357)
Other income (expense):
Interest expense	(32)
Loss from discontinued operations	$ (1,389)

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ in Thousands	Oct. 15, 2021	Aug. 30, 2021	Aug. 06, 2021	Jan. 26, 2021	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Purchase consideration:
Cash paid						$ 20,059
Purchase price allocations:
Goodwill					$ 28,787		$ 28,723
Transaction expenses					9,268	549
Fiber Network Solutions Acquisition
Purchase consideration:
Cash paid				$ 20,059
Rollover equity				2,000
Contingent consideration				8,200
Business combination consideration transferred				30,259
Purchase price allocations:
Property and equipment				9,978
Goodwill				8,082
Business combination recognized identifiable assets acquired and liabilities assumed, Assets including goodwill, Total				35,700
Capital lease obligations				(5,441)
Business combination recognized identifiable assets acquired goodwill and liabilities assumed, Net, Total				30,259
Fiber Network Solutions Acquisition | Customer relationships
Purchase price allocations:
Intangibles				17,370
Fiber Network Solutions Acquisition | Trademarks and tradenames
Purchase price allocations:
Intangibles				$ 270
Broken Arrow
Purchase consideration:
Cash paid			$ 5,000
Contingent consideration			7,552
Business combination consideration transferred			12,552
Purchase price allocations:
Accounts receivable			5,126
Inventories			133
Prepaid expenses			94
Property and equipment			219
Other long-term assets			32
Goodwill			5,319
Business combination recognized identifiable assets acquired and liabilities assumed, Assets including goodwill, Total			16,753
Accounts payable			(1,987)
Accrued expenses			(156)
Contract liabilities			(2,058)
Business combination recognized identifiable assets acquired goodwill and liabilities assumed, Net, Total			12,552
Broken Arrow | Customer relationships
Purchase price allocations:
Intangibles			5,750
Broken Arrow | Trademarks and tradenames
Purchase price allocations:
Intangibles			$ 80
Concurrent Group LLC
Purchase consideration:
Cash paid		$ 13,828
Rollover equity		6,000
Contingent consideration		7,000
Acquisition debt		14,143
Due from seller		(510)
Business combination consideration transferred		40,461
Purchase price allocations:
Cash		1,289
Accounts receivable		8,458
Inventories		25
Other current assets		10
Property and equipment		5,263
Other long-term assets		60
Goodwill		8,552
Business combination recognized identifiable assets acquired and liabilities assumed, Assets including goodwill, Total		46,747
Accounts payable		(1,938)
Accrued expenses		(799)
Contract liabilities		(367)
Capital lease obligations		(3,182)
Business combination recognized identifiable assets acquired goodwill and liabilities assumed, Net, Total		40,461
Concurrent Group LLC | Customer relationships
Purchase price allocations:
Intangibles		22,330
Concurrent Group LLC | Trademarks and tradenames
Purchase price allocations:
Intangibles		$ 760
Urban Cable
Purchase consideration:
Cash paid	$ 8,436
Rollover equity	4,000
Contingent consideration	3,450
Due from seller	(151)
Business combination consideration transferred	15,735
Purchase price allocations:
Cash	185
Accounts receivable	3,695
Prepaid expenses	14
Other current assets	28
Property and equipment	1,361
Goodwill	799
Business combination recognized identifiable assets acquired and liabilities assumed, Assets including goodwill, Total	17,332
Accounts payable	(1,184)
Accrued expenses	(323)
Capital lease obligations	(90)
Business combination recognized identifiable assets acquired goodwill and liabilities assumed, Net, Total	15,735
Urban Cable | Customer relationships
Purchase price allocations:
Intangibles	10,910
Urban Cable | Trademarks and tradenames
Purchase price allocations:
Intangibles	$ 340
Acquisitions
Purchase price allocations:
Transaction expenses					$ 674	$ 549

Acquisitions - Fiber Network So

Acquisitions - Fiber Network Solutions, LLC (Details) - USD ($) $ in Thousands	Jan. 26, 2021	Apr. 03, 2021
Acquisitions
Cash consideration		$ 20,059
Fiber Network Solutions Acquisition
Acquisitions
Percentage of interests acquired	100.00%
Cash consideration	$ 20,059
Rollover equity	2,000
Maximum additional payment	20,000
Fair value of contingent consideration	$ 8,200

Acquisitions - Broken Arrow Com

Acquisitions - Broken Arrow Communications, Inc (Details) - USD ($) $ in Thousands	Aug. 06, 2021	Apr. 03, 2021
Acquisitions
Cash paid		$ 20,059
Broken Arrow
Acquisitions
Cash paid	$ 5,000
Maximum additional payment	10,000
Fair value of contingent consideration	$ 7,552

Acquisitions - Concurrent Group

Acquisitions - Concurrent Group LLC (Details) - USD ($) $ in Thousands	Aug. 30, 2021	Apr. 03, 2021
Acquisitions
Cash paid		$ 20,059
Concurrent Group LLC
Acquisitions
Percentage of interests acquired	100.00%
Cash paid	$ 13,828
Rollover equity	6,000
Acquisition debt	14,143
Maximum additional payment	30,000
Fair value of contingent consideration	$ 7,000

Acquisitions - Urban Cable (Det

Acquisitions - Urban Cable (Details) - USD ($) $ in Thousands	Oct. 15, 2021	Apr. 02, 2022	Apr. 03, 2021
Acquisitions
Cash paid			$ 20,059
Goodwill increase (decrease)		$ 64
Urban Cable
Acquisitions
Percentage of interests acquired	100.00%
Cash paid	$ 8,436
Rollover equity	4,000
Fair value of contingent consideration	$ 3,450
Goodwill increase (decrease)		$ 64

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Property and Equipment
Property and equipment, gross	$ 85,463		$ 80,197
Less: accumulated depreciation	(32,866)		(29,515)
Property and equipment, net	52,597		50,682
Depreciation and amortization expense	3,785	$ 2,996
Accumulated amortization
Accumulated depreciation	32,866		29,515
Office furniture
Property and Equipment
Property and equipment, gross	1,519		1,382
Computers
Property and Equipment
Property and equipment, gross	1,905		1,856
Machinery, equipment and vehicles
Property and Equipment
Property and equipment, gross	17,615		17,331
Land
Property and Equipment
Property and equipment, gross	140		140
Building
Property and Equipment
Property and equipment, gross	340		340
Leasehold improvements
Property and Equipment
Property and equipment, gross	4,575		4,552
Software
Property and Equipment
Property and equipment, gross	2,343		2,320
Assets under capital lease
Property and Equipment
Property and equipment, gross	55,679		50,941
Less: accumulated depreciation	(17,018)		(14,899)
Accumulated amortization
Accumulated depreciation	17,018		14,899
Construction in process
Property and Equipment
Property and equipment, gross	$ 1,347		$ 1,335

Accounts Receivable, Net of A_3

Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration - Schedule of Accounts receivable, net, classified as current (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration
Trade accounts receivable	$ 65,371		$ 74,601
Contract assets	151,415		132,858
Accounts receivables gross	216,786		207,459
Less: allowance for doubtful accounts	(3,460)		(5,614)
Accounts receivable, net	213,326		$ 201,845
Discount charges	$ 206	$ 283

Accounts Receivable, Net of A_4

Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration - Schedule of Net contract assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration
Contract assets	$ 151,415		$ 132,858
Contract liabilities	(13,514)		(14,773)
Contract assets, net	137,901		$ 118,085
Amount of revenue recognized that was included in contract liabilities	$ 7,215	$ 6,126

Accounts Receivable, Net of A_5

Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration - Schedule of Customer Credit Concentration (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Amounts of accounts receivable and contract assets	$ 151,272	$ 142,254
AT&T
Concentration Risk [Line Items]
Amounts of accounts receivable and contract assets	60,511	56,280
T- Mobile
Concentration Risk [Line Items]
Amounts of accounts receivable and contract assets	37,557	35,756
Verizon
Concentration Risk [Line Items]
Amounts of accounts receivable and contract assets	$ 53,204	$ 50,218
Accounts receivable and Contract assets
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Accounts receivable and Contract assets | Customer | Credit Concentration Risk
Concentration Risk [Line Items]
Credit Concentration percentage	69.70%	68.50%
Accounts receivable and Contract assets | AT&T | Credit Concentration Risk
Concentration Risk [Line Items]
Credit Concentration percentage	27.90%	27.10%
Accounts receivable and Contract assets | T- Mobile | Credit Concentration Risk
Concentration Risk [Line Items]
Credit Concentration percentage	17.30%	17.20%
Accounts receivable and Contract assets | Verizon | Credit Concentration Risk
Concentration Risk [Line Items]
Credit Concentration percentage	24.50%	24.20%

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 28,723
Measurement period adjustments, net	64
Goodwill, Ending Balance	28,787		$ 28,723
Impairment loss(a)	0	$ 0
Renewables and Recovery Logistics
Goodwill [Roll Forward]
Goodwill, Beginning Balance	21,680
Goodwill, Ending Balance	21,680		21,680
Impairment loss(a)	0
Telecom
Goodwill [Roll Forward]
Goodwill, Beginning Balance	7,043
Measurement period adjustments, net	64
Goodwill, Ending Balance	7,107		7,043
Impairment loss(a)	$ 89,421		$ 89,421	$ 89,421

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 484,529	$ 484,529
Accumulated Amortization	(130,927)	(120,355)
Net carrying amount	$ 353,602	$ 364,174
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	9 years 3 months 18 days	9 years 6 months
Gross carrying amount	$ 424,560	$ 424,560
Accumulated Amortization	(107,113)	(98,307)
Net carrying amount	$ 317,447	$ 326,253
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	9 years 4 months 24 days	9 years 6 months
Gross carrying amount	$ 59,969	$ 59,969
Accumulated Amortization	(23,814)	(22,048)
Net carrying amount	$ 36,155	$ 37,921

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Amortization expense of intangible assets	$ 10,572	$ 9,397

Debt and Capital Lease Obliga_3

Debt and Capital Lease Obligations - Related party & Convertible notes (Details) - USD ($) shares in Thousands	Jun. 16, 2021	Apr. 02, 2022	Dec. 31, 2021	Jan. 01, 2022	Jun. 30, 2021
Aggregate principal amount of convertible debt					$ 30,558,000
Additional paid in capital		$ 177,321,000
Convertible debt, Discount			$ 3,409,000
Accumulated deficit		(194,972,000)	(320,080,000)
Class A Common Stock
Amount of convertible debt, beneficial conversion feature	$ 12,270,000
Convertible debt
Aggregate principal amount of convertible debt	$ 44,400,000
Accretion of discount			$ 8,861,000
Additional paid in capital				$ 12,270,000
Convertible debt, Discount				3,409,000
Accumulated deficit				$ 8,861,000
Convertible debt | Majority members
Accretion of discount		489,000
Interest expense, Related party		$ 12
Preferred units exchanged for convertible notes (in shares)	25,000
Convertible debt | BCP QualTek II LLC
Aggregate principal amount of convertible debt	$ 30,568,000

Debt and Capital Lease Obliga_4

Debt and Capital Lease Obligations - Line of credit (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Feb. 14, 2022	Jan. 28, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Repayments of long-term lines of credit	$ 73,000
Revolving credit facility
Line of Credit Facility [Line Items]
Current borrowing capacity	103,500,000
Amount available under credit facility	54,088	$ 73,000
Stand by letters of credit outstanding	$ 5,031			$ 3,977
Revolving credit facility | Base rate
Line of Credit Facility [Line Items]
Applicable interest rate margin	5.00%
Revolving credit facility | Eurodollar rate
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 103,500	$ 115,000

Debt and Capital Lease Obliga_5

Debt and Capital Lease Obligations - Term Loan (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)
Debt Instrument [Line Items]
Term loan	$ 380,000,000
Term loan
Debt Instrument [Line Items]
Principal payments	$ 2,391
Term loan | Base rate
Debt Instrument [Line Items]
Applicable interest rate margin	8.50%
Term loan | Eurodollar rate
Debt Instrument [Line Items]
Applicable interest rate margin	7.25%

Debt and Capital Lease Obliga_6

Debt and Capital Lease Obligations - Acquisition debt (Details) - Acquisition Debt. - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Minimum
Debt Instrument [Line Items]
Debt interest rate	0.44%
Maximum
Debt Instrument [Line Items]
Debt interest rate	3.25%
Interest expense	$ 434	$ 93

Debt and Capital Lease Obliga_7

Debt and Capital Lease Obligations - Fair Market Value Due to Variable Interest Rates Based on Current Rates (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Feb. 14, 2022	Dec. 31, 2021
Acquisition debt			$ 34,718
Convertible notes-related party			30,568
Convertible notes-June 2021			44,400
Capital lease obligations	$ 32,935		32,001
Less: unamortized financing fees	(9,958)		(11,354)
Less: convertible debt discount	(8,656)		(3,408)
Debt and capital lease obligations	527,660		566,039
Less: current maturities of long-term debt	(9,564)		(115,224)
Less: current portion of capital lease obligations, net of interest	(13,143)		(12,151)
Non current portion of long-term debt and capital lease obligations	504,953		438,664
Line of credit
Debt, Carrying amount	39,564		87,633
Term loan
Debt, Carrying amount	349,090		$ 351,481
Senior Unsecured Convertible Notes Due February 15, 2027
Convertible notes-June 2021	$ 124,685
Less: unamortized financing fees		$ (6,384)

Debt and Capital Lease Obliga_8

Debt and Capital Lease Obligations - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Debt and Capital Lease Obligations
Amortization of debt issuance costs	$ 1,668	$ 779

Debt and Capital Lease Obliga_9

Debt and Capital Lease Obligations - Senior Unsecured Convertible Notes (Details)	Jun. 15, 2022	Feb. 14, 2022USD ($)$ / shares	Apr. 02, 2022USD ($)$ / shares	Dec. 31, 2021USD ($)	Jun. 30, 2021USD ($)
Aggregate principal amount of convertible debt					$ 30,558,000
Debt issuance costs			$ 9,958,000	$ 11,354,000
Senior Unsecured Convertible Notes Due February 15, 2027
Proceeds from issuance of debt		$ 122,191,000
Aggregate principal amount of convertible debt		124,685,000
Discounts		2,494,000	8,656,000
Debt issuance costs		6,384,000
Debt discount		$ 8,878,000
Additional interest rate	2.00%
Interest expense			1,913,000
Accretion of debt discount			222,000
Principal amount denomination			$ 1,000
Conversion ratio			0.100
Conversion price | $ / shares			$ 10
Debt instrument, threshold conversion period		2 years
Debt instrument, convertible, stock price trigger | $ / shares		$ 14
Debt Instrument, Convertible, Threshold Trading Days		20
Debt instrument, convertible, threshold consecutive trading Days		30
Debt instrument, convertible, average daily trading volume calculation, period		60 days
Debt instrument, convertible, average daily trading volume, threshold amount		$ 15,000,000
Debt instrument after conversion, threshold percentage of free float of common stock		20.00%
Senior Unsecured Convertible Notes Due February 15, 2027 | Maximum
Debt interest rate		11.75%
Senior Unsecured Convertible Notes Due February 15, 2027 | Minimum
Debt interest rate		9.50%

Warrants - (Details)

Warrants - (Details) shares in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)$ / sharesshares
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Number of days of which warrants will not be effective from the date of business combination	120 days
Public Warrants expiration term	5 years
Warrants outstanding | shares | shares	2,875
Public Warrants | Redemption Of Warrants When Price Per Class Ordinary Share Equals Or Exceeds18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share) | $ / shares | $ / shares	$ 0.01
Warrant redemption condition minimum share price | $ / shares | $ / shares	$ 18
Threshold trading days for redemption of public warrants | D | $	20
Threshold consecutive trading days for redemption of public warrants | D | $	30
Redemption period	30 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares | shares	102

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Fair Value Measurements
Fair value assets, Transfers from level 1 to level 2	$ 0	$ 0
Fair value assets, Transfers from level 2 to level 1	0	0
Fair value liabilities, Transfers from level 1 to level 2	0	0
Fair value liabilities, Transfers from level 2 to level 1	0	0
Fair value assets, Transfers into level 3	0	0
Fair value assets, Transfers out of level 3	0	0
Fair value liabilities, Transfers into level 3	0	0
Fair value liabilities, Transfers out of level 3	$ 0	$ 0

Fair Value Measurements - Fair

Fair Value Measurements - Fair value of the Company Financial Liabilities (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Financial liabilities
Warrant Liability - Private Placement Warrants	$ 77
Recurring
Financial liabilities
Contingent consideration	31,166	$ 30,756
Warrant Liability - Private Placement Warrants	77
Financial liabilities	31,243	30,756
Recurring | Level 3
Financial liabilities
Contingent consideration	31,166	30,756
Warrant Liability - Private Placement Warrants	77
Financial liabilities	$ 31,243	$ 30,756

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value of the Company Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Assumption of Private Placement Warrants in Business Combination	$ 77
Balance at the end	77
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning	30,756	$ 18,129
Assumption of Private Placement Warrants in Business Combination		8,200
Accretion	410	227
Reclassification to acquisition debt		(10,000)
Balance at the end	$ 31,166	$ 16,556

Equity (Details)

Equity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)$ / sharesshares	Apr. 03, 2021USD ($)	Dec. 31, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)
Class of Stock [Line Items]
Units issued, Value | $		$ 15,000
Tax Distributions payable | $	$ 2,875		$ 11,409
Aggregate principal amount of convertible debt | $				$ 30,558
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Blocker Owner Earnout Shares
Class of Stock [Line Items]
Common stock outstanding	2,275
Common stock issued	2,275
Class A Common Stock
Class of Stock [Line Items]
Common stock authorized	500,000,000		0
Common stock par value | $ / shares	$ 0.0001		$ 0.0001
Common stock outstanding	24,446,284		0
Common stock issued	24,446,284		0
Number Of Votes Per Common Stock	1
Class A Common Stock | Blocker Owner Earnout Shares
Class of Stock [Line Items]
Number of units issued	2,275,000
Shares issued	2,275
Class B Common stock
Class of Stock [Line Items]
Common stock authorized	500,000,000		0
Common stock par value | $ / shares	$ 0.0001		$ 0.0001
Common stock outstanding	26,663,575		0
Common stock issued	26,663,575		0
Number Of Votes Per Common Stock	1
Class B Common stock | Blocker Owner Earnout Shares
Class of Stock [Line Items]
Common stock outstanding	26,664
Common stock issued	26,664
Class B Common stock | Earnout Voting Shares
Class of Stock [Line Items]
Number of units issued	3,836,000
Common stock outstanding	3,836
Common stock issued	3,836
Shares issued	3,836

Equity - Summary Of Ownership I

Equity - Summary Of Ownership Interest In Noncontrolling Interest (Details)	3 Months Ended
	Apr. 02, 2022shares
Class of Stock [Line Items]
Common Units	48,834,925
Ownership Percentage	100.00%
Flow-Through Sellers
Class of Stock [Line Items]
Common Units	26,663,575
Ownership Percentage	55.00%
QualTek HoldCo, LLC
Class of Stock [Line Items]
Common Units	22,171,350
Ownership Percentage	45.00%

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Apr. 02, 2022
Income Taxes
Effective tax rate	0.00%

Tax Receivable Agreement (Detai

Tax Receivable Agreement (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)
Tax Receivable Agreement
Cash tax savings payable to holders (as a percent)	85.00%
Cash tax savings retained (as a percent)	15.00%
Tax Receivable Agreement liabilities	$ 34,092
TRA liabilities if sufficient income to utilize tax attributes	$ 44,008

Segments and Related Informat_3

Segments and Related Information - Summarized financial information for the Company's reportable segments (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)segment	Apr. 03, 2021USD ($)	Dec. 31, 2021USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment	2
Number of reportable segments | segment	2
Revenues	$ 148,161	$ 119,113
Total assets	672,584		$ 671,759
Capital Expenditures	6,065	970
Amortization and Depreciation	14,766	12,622
Telecom
Segment Reporting Information [Line Items]
Revenues	132,664	106,480
Total assets	588,755		570,750
Capital Expenditures	5,533	369
Amortization and Depreciation	11,661	9,820
Renewables and Recovery Logistics
Segment Reporting Information [Line Items]
Revenues	15,497	12,633
Total assets	81,288		90,638
Capital Expenditures	366	86
Amortization and Depreciation	2,895	2,567
Corporate
Segment Reporting Information [Line Items]
Total assets	2,541		$ 10,371
Capital Expenditures	166	515
Amortization and Depreciation	$ 210	$ 235

Segments and Related Informat_4

Segments and Related Information - Reconciliation of Net Loss from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Segment Reporting Information [Line Items]
Adjusted EBITDA	$ 4,027	$ 3,763
Management fees	126	497
Transaction expenses	9,268	549
Share based compensation	6,711
Depreciation and amortization	14,766	12,622
Interest expense	12,343	9,955
Integration, public company readiness and close out costs	1,360
Net Loss	(40,547)	(19,860)
Telecom
Segment Reporting Information [Line Items]
Adjusted EBITDA	4,812	4,814
Depreciation and amortization	11,661	9,820
Renewables and Recovery Logistics
Segment Reporting Information [Line Items]
Adjusted EBITDA	5,309	2,878
Depreciation and amortization	2,895	2,567
Corporate
Segment Reporting Information [Line Items]
Adjusted EBITDA	(6,094)	(3,929)
Depreciation and amortization	$ 210	$ 235

Segments and Related Informat_5

Segments and Related Information - Schedule of Revenue by Service Offerings (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Revenue from External Customer [Line Items]
Revenues	$ 148,161	$ 119,113
Telecom Wireless
Revenue from External Customer [Line Items]
Revenues	94,366	83,973
Telecom Wireline
Revenue from External Customer [Line Items]
Revenues	31,431	22,507
Telecom Power
Revenue from External Customer [Line Items]
Revenues	6,867
Renewables
Revenue from External Customer [Line Items]
Revenues	2,267	2,280
Recovery Logistics
Revenue from External Customer [Line Items]
Revenues	$ 13,230	$ 10,353

Segments and Related Informat_6

Segments and Related Information - Schedule of Revenue from Significant Customers (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Revenue, Major Customer [Line Items]
Revenues	$ 148,161	$ 119,113
Revenue | Customer Concentration Risk
Revenue, Major Customer [Line Items]
Revenues	$ 98,017	$ 95,954
Revenue | Customer Concentration Risk | Customer
Revenue, Major Customer [Line Items]
Risk percentage of Revenue	66.00%	81.00%
Revenue | Customer Concentration Risk | AT&T
Revenue, Major Customer [Line Items]
Revenues	$ 55,983	$ 60,783
Risk percentage of Revenue	38.00%	51.00%
Revenue | Customer Concentration Risk | Verizon
Revenue, Major Customer [Line Items]
Revenues	$ 22,851	$ 17,850
Risk percentage of Revenue	15.00%	15.00%
Revenue | Customer Concentration Risk | T- Mobile
Revenue, Major Customer [Line Items]
Revenues	$ 19,183	$ 17,321
Risk percentage of Revenue	13.00%	15.00%

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022USD ($)location	Apr. 03, 2021USD ($)
Lease agreement
Other Commitments [Line Items]
Rent expense on operating leases	$ 3,059	$ 2,448
Certain shareholders
Other Commitments [Line Items]
Rent expense on operating leases	$ 253	$ 168
Number of locations leased from related parties | location	6

Related Party Transactions (Det

Related Party Transactions (Details) - Majority members - Advisory Services Agreement - USD ($) $ in Thousands	Jul. 18, 2018	Apr. 02, 2022	Apr. 03, 2021
Related Party Transaction [Line Items]
Quarterly Advisory fees	$ 125
Advisory Fees		$ 126	$ 497