ATLAS TECHNICAL CONSULTANTS, INC.

CIK:0001751143|SEC Filings

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 604,765	$ 538,799
Subcontractor costs	(127,691)	(102,035)
Other costs of revenues	(198,332)	(181,967)
Gross Profit	278,742	254,797
Operating expenses:
Personnel costs and benefits	(137,130)	(128,612)
Selling, general and administrative	(70,912)	(72,026)
Change in fair value of earnouts	1,518	(2,823)
Depreciation and amortization	(32,177)	(23,700)
Total Operating expenses	(238,701)	(227,161)
Operating income	40,041	27,636
Interest expense	(46,363)	(54,817)
Loss before income taxes	(6,322)	(27,181)
Income tax expense	(1,748)	(2,524)
Net loss	(8,070)	(29,705)
Provision for non-controlling interest	565	13,216
Redeemable preferred stock dividends		(5,899)
Net loss attributable to Class A common stock shareholders/members	$ (7,505)	$ (22,388)
Loss per Class A common share (in Dollars per share)	$ (0.21)	$ (0.81)
Weighted average of shares outstanding:
Class A common shares basic (in Shares)	36,308,926	27,799,511

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (8,070)	$ (29,705)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	32,177	23,679
Equity based compensation expense	7,404	3,627
Interest expense, paid in kind	2,460	6,392
Gain on sale of property and equipment	(365)	(21)
Write-off of deferred financing costs related to debt extinguishment		15,197
Amortization of deferred financing costs	1,292	1,248
Provision for bad debts	1,014	36
Changes in assets & liabilities:
Decrease (increase) in accounts receivable and unbilled receivable	2,539	(2,629)
(Increase) in prepaid expenses	(7,057)	(1,523)
(Increase) in other current assets	(1,480)	(187)
(Decrease) increase in trade accounts payable	(13,330)	13,261
(Decrease) in accrued liabilities	(12,741)	(3,320)
(Decrease) increase in other current and long-term liabilities	(1,468)	2,806
(Increase) decrease in other long-term assets	(177)	243
Net cash provided by operating activities	2,198	29,104
Cash flows from investing activities:
Purchases of property and equipment	(8,410)	(3,956)
Proceeds from disposal of property and equipment	440	78
Purchases of business, net of cash acquired	(30,150)	(32,669)
Net cash used in investing activities	(38,120)	(36,547)
Cash flows from financing activities:
Proceeds from issuance of debt	26,000	496,754
Payment of loan acquisition costs	(650)	(8,589)
Repayments of debt	(3,632)	(294,463)
Net payments (proceeds) on revolving line of credit	12,998	(29,760)
Payment of contingent earn-out	(2,870)	(1,706)
Distributions to non-controlling interests	(822)	(787)
Payments of redeemable preferred stock dividends		(1,185)
Repayment of redeemable preferred stock		(156,186)
Net cash provided by financing activities	31,024	4,078
Net change in cash and equivalents	(4,898)	(3,365)
Cash and equivalents - beginning of period	10,697	14,062
Cash and equivalents - end of period	5,799	10,697
Cash paid during the period for:
Interest	48,653	24,927
Taxes	2,034	906
Capital assets financed	339	6
Contingent consideration, share settled	2,778	2,000
Payroll taxes, share settled	$ 1,129	$ 585

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 30, 2022	Dec. 31, 2021
Current assets:
Cash and equivalents	$ 5,799	$ 10,697
Accounts receivable, net	103,442	105,362
Unbilled receivables, net	57,178	45,924
Prepaid expenses	8,510	5,061
Other current assets	5,826	4,039
Total current assets	180,755	171,083
Property and equipment, net	15,028	13,757
Intangible assets, net	114,478	107,314
Goodwill	126,693	124,348
Other long-term assets	50,406	4,015
TOTAL ASSETS	487,360	420,517
Current liabilities:
Trade accounts payable	29,758	42,521
Accrued liabilities	7,617	17,124
Current maturities of long-term debt	4,930	3,606
Other current liabilities	36,251	26,489
Total current liabilities	78,556	89,740
Long-term debt, net of current maturities and loan costs	499,337	462,193
Other long-term liabilities	35,827	20,074
Total liabilities	613,720	572,007
COMMITMENTS AND CONTINGENCIES (NOTE 12)
Class A common stock, $0.0001 par value, 400,000,000 shares authorized, 37,832,336 and 33,645,212 shares issued and outstanding at December 30, 2022 and December 31, 2021, respectively	4	3
Class B common stock, $0.0001 par value, 100,000,000 shares authorized, 1,346,212 and 3,328,101 shares issued and outstanding at December 30, 2022 and December 31, 2021, respectively
Additional paid in capital	(80,140)	(102,692)
Non-controlling interest	(21,597)	(20,210)
Accumulated other comprehensive income	11,469
Retained deficit	(36,096)	(28,591)
Total shareholders’ deficit	(126,360)	(151,490)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$ 487,360	$ 420,517