UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 3130, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38745

ATLAS TECHNICAL CONSULTANTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		83-0808563
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

13215 Bee Cave Parkway, Building B, Suite 230, Austin, TX		78738
(Address of principal executive offices)		(Zip Code)

(512) 851-1501

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		ATCX		Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $~~107~~198,~~511~~210,~~802~~597.

As of March 1413, ~~2022~~2023, 3438,~~706~~452,~~190~~047 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 31,~~333~~268,~~893~~253 shares of the registrant’s Class B common stock, par value $0.0001 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement of the registrant for the 2022 Annual Meeting of Stockholders, which will be filed within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-KNone.

ATLAS TECHNICAL CONSULTANTS, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART I		1
ITEM 1. BUSINESS		1
ITEM 1.	BUSINESS	1
ITEM 1A. RISK FACTORS		13
ITEM 1A.	RISK FACTORS	13
ITEM 1B. UNRESOLVED STAFF COMMENTS		32
ITEM 1B.	UNRESOLVED STAFF COMMENTS	32
ITEM 2. PROPERTIES		32
ITEM 2.	PROPERTIES	32
ITEM 3. LEGAL PROCEEDINGS		32
ITEM 3.	LEGAL PROCEEDINGS	32
ITEM 4. MINE SAFETY DISCLOSURES		32
ITEM 4.	MINE SAFETY DISCLOSURES	32
PART II		33
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		33
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	33
ITEM 6. [RESERVED]		33
ITEM 6.	[RESERVED]	33
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		46
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		46
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	46
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		46
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	46
ITEM 9A. CONTROLS AND PROCEDURES		46
ITEM 9A.	CONTROLS AND PROCEDURES	46
ITEM 9B. OTHER INFORMATION		47
ITEM 9B.	OTHER INFORMATION	47
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		47
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	47
PART III		48
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		48
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	48
ITEM 11. EXECUTIVE COMPENSATION		48
ITEM 11.	EXECUTIVE COMPENSATION	57
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		48
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	65
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		48
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	66
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		48
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	72
PART IV		4974
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		49
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	74
ITEM 16.	FORM 10-K SUMMARY	77

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included elsewhere in this report. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

● the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto;

●

the adequacy of our efforts to mitigate cybersecurity risks and threats, especially with employees working remotely due to the COVID-19 pandemic;

●

our ability to raise financing in the future;

● our ~~success~~ability into ~~retaining~~realize orthe ~~recruiting,~~anticipated orbenefits ~~changes~~of ~~required~~the ~~in,~~Merger ~~our~~(as ~~key~~defined ~~employees or directors~~below);

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business, as a result of which they would then receive expense reimbursements;

●

our public securities’ potential liquidity and trading;

●

changes adversely affecting the business in which we are engaged;

●

the risks associated with cyclical demand for our services and vulnerability to industry, regional and national downturns;

●

fluctuations in our revenue and operating results;

●

unfavorable conditions or further disruptions in the capital and credit markets;

●

our ability to generate cash, service indebtedness and incur additional indebtedness;

●

competition from existing and new competitors;

●

our ability to integrate any businesses we acquire and achieve projected synergies;

●

our failure to maintain appropriate internal controls over financial reporting and disclosure controls and procedures;

●

risks related to legal proceedings or claims, including liability claims;

●

our dependence on third-party contractors to provide various services;

●

our ability to obtain additional capital on commercially reasonable terms to fund acquisitions, expansions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms;

●

safety and environmental requirements and other governmental regulations that may subject us to unanticipated costs and/or liabilities;

●

our contracts with governmental agencies are subject to audit, which could result in adjustments to reimbursable contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in government programs;

●

general economic conditions and demand for our services; and

●

our ability to fulfill our public company obligations.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements speak only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

This Annual Report on Form 10-K includes market share data, industry data and forecasts that we obtained from internal company surveys (including estimates based on our knowledge and experience in the industry in which we operate), market research, consultant surveys, publicly available information, industry publications and surveys. These sources include, but are not limited to, IBISWorld, FMI, Engineering News Record and the American Society of Civil Engineers. Industry surveys and publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe such information is accurate and reliable, we have not independently verified any of the data from third-party sources cited or used for our management’s industry estimates, nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our position relative to our competitors or as to markets in which we operate refer to the most recent available data.

iii

Risk Factor Summary

Our business is subject to significant risks and uncertainties of which you should be aware before making an investment decision in our business. Below is a bulleted summary of our principal risk factors, however this list does not fully represent all of our known risk factors. You should take time to carefully review and consider the full discussion of our risk factors (See Item 1A. Risk Factors).

Risks Relating to Our Business and Industry

●

Outbreaks of diseases, including the COVID-19 global pandemic, have had an adverse effect on our business, financial condition, and our results of operations.

●

We may not achieve synergies and cost savings in connection with prior or future acquisitions.

●

Our continued success is dependent on hiring and retaining qualified personnel.

●

Our profitability may suffer if we fail to maintain adequate utilization of our workforce.

●

Our business operations and financial results may be adversely affected if we fail to successfully deliver our growth strategy.

●

Failure to maintain a safe work site could expose us to significant financial losses and reputational harm along with civil and criminal liabilities.

●

Demand from clients is cyclical and vulnerable to economic downturns, thus a weakened economy may adversely impact our financial results.

●

Our results of operations depend on new contracts and the timing of the performance of these contracts.

●

Our backlog is not necessarily indicative of our future revenues or earnings.

●

Our clients failing to timely pay amounts owed to us could adversely impact our business operations and financial results.

●

Our services expose us to significant risks of liability, and our insurance policies may not provide adequate coverage.

●

Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure and disrupt the management of our business operations.

●

Catastrophic events may adversely impact our business operations.

●

We engage in a highly competitive business and may lose market share, which would adversely impact our business operations.

●

The nature of our contracts subject us to risks of cost overruns, which could lead to reduced profits or, in some cases, losses.

●

Any disruption in government funding could adversely affect our business.

●

Governmental agencies may modify or terminate our contracts at any time prior to completion and failure to replace them may result in a decline in revenue.

●

Failure to comply with a variety of complex procurement rules and regulations could damage our reputation and result in our being liable for penalties.

●

We are dependent on third parties to complete certain elements of our contracts.

●

We may be precluded from providing certain services due to conflicts of interest.

●

Failure to maintain an effective system of internal control may affect our ability to accurately report our financial results.

●

An impairment charge on our goodwill could have a material adverse impact on our financial position and results of operations.

●

Rising inflation, interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on existing contracts.

●

We are subject to professional standards, duties and statutory obligations, all of which could expose us to liability and monetary damages.

●

If we fail to meet timing or performance standards on a project, we may incur a loss on that project, which would reduce our overall profitability.

●

The outcome of pending and future litigation could have a material adverse impact on our business.

●

Judicial determinations in favor of limiting the ability of public agencies to contract with private firms to perform government employee functions could have an adverse impact on our ability to compete for contracts and thus our financial results.

●

Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our financial statements, which may significantly reduce or eliminate our profits.

●

Our credit agreements contain a number of restrictive covenants which could limit our ability to finance operations, acquisitions or capital needs or engage in other business activities that may be in our interest.

●

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

●

We and our clients are subject to environmental, health and safety laws and regulations that may require substantial costs to comply with and may expose us to significant penalties, damages or costs of remediation. Changes in such laws or regulations could also directly or indirectly reduce the demand for our services or make our operations more costly.

●

Changes in natural resource management or infrastructure industry laws could reduce the demand for our services or make our operations more costly, which could in turn adversely impact our revenue.

Risks Related to Our Common Stock

●

Our quarterly results may fluctuate significantly, which could have a materially adverse effect on the price of our common stock.

●

As an “emerging growth company,” we are subject to reduced disclosure requirements which could make our common stock less attractive to investors.

●

To the extent that shares of Class A common stock are issued, the number of shares eligible for resale in the public market will increase.

●

If we issue additional equity securities, our existing stockholders may experience dilution, such new securities may have rights senior to those of our common stock, and the market price of our common stock may be adversely affected.

● Provisions in our ~~second~~third amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

● Provisions in our ~~second~~third amended and restated certificate of incorporation may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock.

●

Concentration of ownership of our common stock among certain large stockholders may prevent new investors from influencing significant corporate decisions or adversely affect the trading price of our common stock.

●

The market price of our common stock may be affected by low trading volume.

●

If securities or industry analysts adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations, our stock price could decline.

●

There can be no assurance that we will be able to comply with the continued listing standards of NASDAQ.

General Risk Factors

●

Negative conditions in the credit and financial markets could result in liquidity problems, or increase our borrowing costs.

●

Cybersecurity breaches of our systems could adversely impact our ability to operate.

●

Failure to comply with federal, state, and local governmental requirements could adversely affect our business.

●

Changes in tax laws could increase our tax rate and materially affect our results of operations.

PART I

ITEM 1. BUSINESS

Overview

Headquartered in Austin, Texas, ~~Atlas Technical Consultants, Inc. (the~~ ~~“Company”, “~~we”, orare ~~“Atlas” and formerly named Boxwood Merger Corp. (“Boxwood”)) is~~ an infrastructure and environmental solutions company and ~~leading~~a provider of professional testing, inspection, engineering, environmental, program management and consulting services, offering solutions to public and private sector clients in the transportation, commercial, water, government, education, industrial, healthcare and power markets. ~~Our customers include government agencies (federal, state and local), quasi-public entities, schools, hospitals, utilities and airports, as well as private sector clients across many industries.~~

With approximately ~~145~~126 offices located throughout the United States, we provide a broad range of mission-critical technical services, helping our clients test, inspect, plan, design, certify and manage a wide variety of projects across diverse end markets.

We act as a trusted advisor to our clients, helping our clients design, engineer, inspect, manage and maintain civil and commercial infrastructure, ~~including roads and bridges,~~ servicing existing structures as well as helping to build new structures. However, we do not perform any construction and do not take any direct construction risk. ~~As such, our services require limited amounts of capital expenditures.~~

~~We provide~~Our aservices ~~broad~~ range ~~of mission-critical technical services, ranging~~ from providing inspection services in small projects to managing significant aspects of large, multi-year projects. For the year ended December 31 30, ~~2021~~2022, we:

● performed approximately 40,500 projects~~, with average revenue per project of $10,000 or less~~; and

●

delivered approximately 90% of our revenue under “time & materials” and “cost-plus” contracts.

We have long-term relationships with a diverse set of clients, providing a base of repeating clients, projects and revenues. Approximately 90% of our revenues were derived from clients that have used our services at least twice in the past three years and more than 95% of our revenues were generated from client relationships longer than ten years, with greater than 25% of revenues generated from relationships longer than thirty years. Examples of such long-term customers include the ~~Georgia~~Texas and ~~Texas~~Georgia Departments of Transportation, U.S. Postal Service, ~~U.S. Environmental Protection Agency,~~ Gwinnett County Georgia, New York City Housing Authority, Stanford University, Port of Oakland, United Rentals, Inc., Speedway, (7-Eleven), Walmart Inc., ~~and~~Caltrans, ~~Apple~~Sound ~~Inc~~Transit, Phillips 66 and Google.

Our services require a high degree of technical expertise, as our clients rely on us to provide testing, inspection and quality assurance services to ensure that structures are designed, engineered, built and maintained in accordance with building codes, regulations and the highest safety standards. As such, our services are delivered by a highly-skilled, technical employee base that includes engineers, inspectors, scientists and other field experts. As of December 3130, ~~2021~~2022, our technical staff represented nearly 8085% of our approximately 3,450 employees. Our services are typically provided under contracts, some of which are long-term with long lead times between when contracts are signed and when our services are performed. As such, we have a significant amount of contracted backlog, providing for a high degree of visibility with respect to revenues expected to be generated from such backlog. As of December 3130, ~~2021~~2022, our contracted backlog was estimated to be approximately $~~808~~877 million. See “— Backlog” below for additional information relating to our backlog.

For the year ended December ~~31,~~ ~~2021~~30, 2022, we recognized approximately $~~538~~604.8 million of gross revenues, ($298.71) million of net (loss), and $7387.2 million of adjusted EBITDA (non-GAAP). See “—Non-GAAP Financial Measures” below for a reconciliation of adjusted EBITDA to net loss.

Company History

Since our inception, we ~~have~~ have strategically strengthened our capabilities and widened our footprint through organic growth and acquisitions of premier national ~~and~~ and large regional technical service companies to create an industry-leading platform. Prior to the consummation of the Atlas Business Combination (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”), in 2017, we sequentially acquired three regional market leaders in each of Texas (PAVETEX Engineering LLC), Georgia (Moreland Altobelli Associates, LLC), and California (Consolidated Engineering Laboratories ~~(“CEL”~~)). These businesses established our core services and capabilities. In 2018, we further augmented our core services and regional leadership through the acquisitions of ~~Piedmont~~ Piedmont Geotechnical Consultants (Georgia) and SCST, Inc. (California). In January 2019, we acquired ATC Group Services LLC, an ~~environmental~~ environmental and engineering consulting services company with over 1,700 employees across North America. In the year- ended December 31, 2020, we acquired: (i) Long Engineering LLC (“LONG”), a land surveying and engineering company headquartered in Atlanta, Georgia; (ii) Alta Vista Solutions (“Alta Vista”), a key provider of transportation-related testing and inspection services headquartered in in Oakland, California; and (iii) WesTest LLC (“WesTest”), a key provider of transportation-related testing and inspection ~~services~~ services headquartered in Lakewood, Colorado. In the year- ended December 31, 2021, we acquired (i) Atlantic Engineering Laboratories, Inc. and Atlantic Engineering Laboratories of New York, Inc. (“AEL”), a full-service materials testing and inspection firm ~~providing~~ providing on-site quality control and quality assurance services in New York and New Jersey and (ii) O’Neill Services Group (“O’Neill”), a quality assurance and environmental services firm that services clients throughout the Pacific Northwest. AsIn the year ended December 30, 2022, we acquired (1) TranSmart Technologies Inc. (“TranSmart”) which specializes in Intelligent Transportation Systems (ITS) and engineering for transportation agencies and customers throughout the Midwest and (ii) 1 Alliance Geomatics, LLC (“1 Alliance”), a provider of geospatial services to transportation and water resources clients from its four offices within the Pacific Northwest. As a result of these acquisitions of key providers of technical services, we continue to expand our national platform.

Prior to February 14, 2020, Boxwood was a special purpose acquisition company incorporated in Delaware on June 28, 2017. On February 14, 2020, the Company consummated the Atlas Business Combination pursuant to the Purchase Agreement. Following the consummation of the Atlas Business Combination, the combined company is organized in an “Up-C” structure in which the business of Atlas Intermediate Holdings LLC (“Atlas Intermediate”) and its subsidiaries is held by Atlas TC Holdings LLC (“Holdings”) and will continue to operate through the subsidiaries of Atlas Intermediate, and in which the Company’s only direct assets will consist of Holdings Units. The Company is the sole manager of Holdings in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Holdings (the “Holdings LLC Agreement”) entered into in connection with the consummation of the Atlas Business Combination.

~~Our~~On January 30, 2023, the ~~Core~~Company ~~Values~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GI Apple Midco LLC, a Delaware limited liability company (“Parent”) and GI Apple Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger. Parent and Merger Sub are controlled by investment funds advised by GI Manager L.P. (“GI Partners”).

WeThe Company’s board ~~strive~~of directors (the “Board”) has unanimously determined that the Merger Agreement is in the best interests of the Company and its stockholders, and declared it advisable, to beenter into the ~~most~~Merger ~~sought-after~~Agreement ~~infrastructure~~and consummate the Merger, approved and ~~environmental~~declared ~~solutions~~advisable the ~~provider~~Merger Agreement and the transactions contemplated thereby, ~~known~~including the Merger, directed that the adoption of the Merger Agreement be submitted for ~~our~~consideration ~~unique~~by ~~values-driven~~the ~~approach~~Company’s stockholders at a meeting thereof and ~~brought~~ resolved to ~~life~~recommend bythat the ~~industry~~Company’s stockholders ~~most~~adopt ~~exceptional~~the ~~people~~Merger Agreement.

~~At Atlas,~~Our weCore ~~apply the following core values in all that we do:~~Values

●We ~~Life~~strive —to Webe ~~enhance~~the ~~quality~~most ofsought-after infrastructure ~~life.~~and Weenvironmental ~~value~~solutions ~~people~~provider, known for our unique values-driven approach and ~~safety~~brought ~~above~~to ~~all~~life ~~else~~by the industry’s most exceptional people.

●At ~~Heart~~Atlas, —we Asapply ~~our~~the ~~hallmarks,~~following core wevalues ~~act~~in ~~with~~all ~~compassion,~~that ~~empathy~~we ~~and respect.~~do:

● ~~Trust~~Life — We ~~work~~enhance ~~together~~quality asof ~~partners,~~life. ~~doing~~We ~~what~~value wepeople ~~say~~and ~~with~~safety ~~full~~above ~~accountability~~all else.

● ~~Mastery~~Heart — ~~Always~~As ~~striving~~our ~~for the highest quality~~hallmarks, we ~~ensure~~act ~~greatness~~with ~~inspires~~compassion, ~~all~~empathy ~~our~~and ~~work~~respect.

2● Trust — We work together as partners, doing what we say with full accountability.

~~Focus on~~● ~~Sustainability~~Mastery ~~and~~— Always striving for the ~~Environment~~highest quality, we ensure greatness inspires all our work.

As an infrastructure and environmental solutions provider, we are committed to applying our expertise and values to help our clients to improve sustainable infrastructure and ensure a safe and healthy environment through the services we provide. We aim to assist our clients in the effective management of their environmental risks, including those related to climate change, while also minimizing our own environmental footprint.2

~~Through our~~Focus ~~transportation~~on Sustainability and ~~infrastructure services, we are committed to~~ the continuous evaluation of opportunities and implementation of solutions to maximize energy efficiency, renewable energy and low-carbon technologies. Additionally, we aim to help our clients manage and respond to climate-related impacts through our disaster response and recovery services, while also contributing to community resiliency through our engineering and design services.Environment

~~Industry~~As an infrastructure and ~~Overview~~environmental solutions provider, we are committed to applying our expertise and values to help our clients improve sustainable infrastructure and ensure a safe and healthy environment through the services we provide. We aim to assist our clients in the effective management of their environmental risks, including those related to climate change, while also minimizing our own environmental footprint.

~~We operate~~Through ~~within~~our ~~the~~transportation and ~~broader U.S.~~ infrastructure services ~~market~~, ~~providing~~we aare ~~diversified~~committed ~~set of technical services~~ to athe ~~variety~~continuous evaluation of ~~end markets.~~opportunities ~~Services~~and ~~include,~~implementation ~~but~~of ~~are~~solutions ~~not limited~~ to, ~~testing, inspection and certification, environmental services, engineering and design~~maximize ~~and~~energy ~~program management~~efficiency, ~~construction~~renewable ~~management~~energy and ~~quality~~low-carbon ~~management.~~technologies ~~The~~where ~~relevant addressable market for U~~appropriate.S. ~~infrastructure and construction testing~~Additionally, ~~inspection~~we ~~and~~aim ~~certification~~to ~~(“TIC”)~~help ~~and~~our ~~environmental~~clients ~~consulting~~manage ~~is an estimated $30 billion~~ and ~~growing.~~ ~~Our~~respond ~~clients~~to ~~and~~climate-related ~~projects~~impacts ~~vary~~through inour ~~size~~disaster ~~and~~response ~~scope~~ and ~~come~~recovery ~~from all sectors including U.S. federal~~services, ~~state,~~while ~~municipal~~also ~~and~~contributing ~~local~~to ~~governments,~~community resiliency ~~quasi-public and~~through ~~private~~our ~~clients~~engineering ~~from the education, healthcare~~ and ~~utilities~~design ~~industries, and large multinational corporations and others~~services.

~~Historically, the~~Industry infrastructure and construction, TIC and environmental consulting industry have exhibited growth corresponding with market tailwinds, including heightened expenditure on public infrastructure, increasing complexity of regulatory requirements, aging transportation, water and utility systems and growing outsourcing trends among public agencies and private entities. In addition to market tailwinds, the industry has additional growth potential as TIC and quality assurance continue to increase as a percentage of overall construction value.Overview

~~The~~We operate within the broader ~~following~~U.S. ~~key~~infrastructure services market, ~~tailwinds~~providing a diversified set of technical services to a variety of end markets. Services include, but are ~~expected~~not limited to, ~~drive~~testing, ~~future~~inspection ~~demand~~and certification, environmental services, engineering and design and program management, construction management and quality management. The relevant addressable market for U.S. infrastructure and construction testing, inspection and certification (“TIC”) and environmental consulting: is an estimated $30 billion and growing. Our clients and projects vary in size and scope and come from all sectors including U.S. federal, state, municipal and local governments, quasi-public and private clients from the education, healthcare and utilities industries, and large multinational corporations and others.

●Historically, ~~Aging~~the infrastructure. and ~~The majority of U.S. transportation~~construction, ~~water~~TIC and ~~utility~~environmental ~~networks~~consulting ~~are~~industry ~~over~~have 50exhibited ~~years~~growth ~~old,~~corresponding ~~requiring~~with anmarket ~~estimated~~tailwinds, ~~$5.9~~including ~~trillion~~heightened expenditure ofon ~~spending~~public ~~through~~infrastructure, ~~2029.~~increasing ~~Roughly~~complexity ~~43%~~ of ~~public~~regulatory ~~roadways~~requirements, inaging ~~the~~transportation, ~~United~~water ~~States~~and ~~are~~utility insystems and ~~poor~~growing oroutsourcing ~~mediocre~~trends ~~condition,~~among ~~7.5%~~public ofagencies ~~bridges are structurally deficient (~~and ~~over~~private ~~94,000~~entities. ~~additional~~In ~~bridges~~addition ~~nationwide~~to ~~have~~market ~~inadequate clearances or approaches)~~tailwinds, ~~70%~~the ofindustry ~~all~~has ~~dams~~additional growth ~~will~~potential beas ~~over~~TIC ~~50 years old by 2030~~ and ~~the~~quality ~~majority~~assurance ofcontinue ~~the~~to ~~U.S.~~increase ~~electric~~as ~~grid~~a ~~was~~percentage ~~built in the mid-20th century, with an intended lifespan~~ of 50overall ~~years~~construction value.

●The ~~Shift~~following ~~towards~~key ~~outsourcing.~~market ~~Private and public entities~~ tailwinds are ~~increasingly~~expected ~~outsourcing construction and environmental services in an effort~~ to ~~reduce~~drive ~~costs,~~future ~~decrease~~demand ~~staffing~~for ~~levels,~~U.S. ~~provide~~infrastructure ~~specialized solutions~~ and ~~avoid~~construction ~~non-compliance.~~TIC ~~Approximately 40% of testing~~ and ~~inspection~~environmental ~~services are outsourced, with the overall market for these services growing at approximately 8% year-over-year.~~consulting:

● ~~Increased~~Aging ~~public spending~~infrastructure. ~~Over~~The ~~the~~majority ~~past~~of ~~several years, the~~ U.S. ~~Congress has passed legislation aimed at increasing~~ transportation ~~infrastructure spend in key markets. For example~~, ~~the~~water ~~Fixing~~and ~~America’s~~utility ~~Surface~~networks ~~Transportation~~are ~~Act~~over ~~(the~~50 ~~“FAST~~years ~~Act”)~~old, ~~passed~~requiring inan ~~2015,~~estimated ~~will~~$5.9 ~~continue~~trillion toof ~~provide~~spending ~~near-term~~through ~~funding~~2029. ~~support,~~Roughly as43% ~~the~~of ~~Highway~~public ~~Trust~~roadways ~~Fund~~in ~~has~~the ~~enough~~United ~~funding~~States toare ~~cover large outlays through 2021. Approximately $3.5 trillion~~ in ~~infrastructure~~poor ~~funding~~or ~~has~~mediocre ~~been approved through 2029~~condition, ~~with approximately $1~~7.375% ~~trillion~~ of ~~that~~bridges ~~total~~are ~~allocated~~structurally todeficient ~~surface~~(and ~~transportation.~~over ~~Additionally~~94,000 ~~President~~additional ~~Biden~~bridges ~~signed~~nationwide ~~the~~have ~~Infrastructure~~inadequate ~~Investment~~clearances ~~and~~or ~~Jobs~~approaches), ~~Act~~70% ~~into~~of ~~law~~all ondams ~~November~~will ~~15,~~be ~~2021,~~over ~~which~~50 ~~aims~~years toold ~~revamp~~by ~~transportation,~~2030 ~~utilities~~ and ~~broadband. Included in~~ the ~~law~~majority ~~is $550 billion~~ of ~~spending over~~ the ~~next~~U.S. ~~five~~electric ~~years~~grid ~~with~~was ~~emphasis~~built onin ~~roads,~~the ~~bridges,~~mid-20th ~~other major transportation projects~~century, ~~passenger~~with ~~and~~an ~~freight~~intended ~~rail,~~lifespan ~~public~~of ~~transit,~~50 ~~airports and improvements to state and local water quality~~years.

● ~~Expanding~~Shift ~~state~~towards ~~& local transportation spend~~outsourcing. ~~Combined~~Private ~~state~~ and ~~local~~public ~~spending~~entities ~~for~~are ~~transportation~~increasingly ~~infrastructure~~outsourcing ~~increased~~construction ~~from~~and ~~$260~~environmental ~~billion~~services in ~~2014~~an effort to areduce ~~projected~~costs, ~~$300~~decrease ~~billion~~staffing inlevels, ~~2021~~provide ~~and~~specialized issolutions ~~expected~~and toavoid ~~grow~~non-compliance. atApproximately a40% ~~compound annual growth rate (“CAGR”)~~ of ~~approximately~~testing 4%and ~~through~~inspection ~~2023.~~services ~~The~~are ~~top~~outsourced, ~~three~~with ~~states~~the inoverall ~~projected~~market ~~transportation infrastructure spend~~ for ~~2021,~~these ~~California,~~services ~~New~~growing ~~York~~at ~~and Texas, account for~~ approximately 338% ~~of all state and local spending nationwide and represents markets where the Company has a presence~~year-over-year.

● ~~Rising~~Increased ~~Environmental~~public ~~Expenditures~~spending. ~~Health~~Over the past several years, ~~safety~~the ~~and~~U.S. ~~environmental~~Congress has passed legislation aimed at increasing transportation infrastructure spend in key markets. For example, the Fixing America’s Surface Transportation Act (the “~~HSE~~FAST Act”), ~~regulations~~passed ~~have~~in ~~generally~~2015, ~~become~~will ~~increasingly~~continue ~~stringent~~to ~~and~~provide ~~complex~~near-term ~~over~~funding ~~time~~support, ~~amid~~as ~~heightened~~the ~~awareness~~Highway ofTrust ~~environmental~~Fund ~~issues~~has byenough ~~regulatory~~funding ~~bodies~~to ~~and~~cover ~~consumers~~large outlays through 2021. UApproximately $3.S5 trillion in infrastructure funding has been approved through 2029, with approximately $1.37 ~~environmental~~trillion ~~consulting~~of ~~expenditures~~that ~~are~~total ~~expected~~allocated to ~~increase~~surface ~~from~~transportation. ~~$31~~Additionally, ~~billion~~President inBiden ~~2020~~signed the Infrastructure Investment and Jobs Act into law on November 15, 2021, which aims to revamp transportation, utilities and broadband. Included in the law is $41550 billion inof ~~2026.~~spending Onover athe next five years with emphasis on roads, bridges, other major ~~infrastructure~~transportation ~~project~~projects, ~~our~~passenger ~~services~~and ~~can~~freight ~~range~~rail, ~~between~~public ~~3-7%~~transit, ofairports ~~the~~and ~~total~~improvements ~~project’s~~to ~~cost~~state and local water quality.

3● Expanding state & local transportation spend. Combined state and local spending for transportation infrastructure increased from $260 billion in 2014 to a projected $300 billion in 2021 and is expected to grow at a compound annual growth rate (“CAGR”) of approximately 4% through 2023. The top three states in projected transportation infrastructure spend for 2021, California, New York and Texas, account for approximately 33% of all state and local spending nationwide and represents markets where the Company has a presence.

~~End Markets~~● Rising Environmental Expenditures. Health, safety and environmental (“HSE”) regulations have generally become increasingly stringent and complex over time amid heightened awareness of environmental issues by regulatory bodies and consumers. U.S. environmental consulting expenditures are expected to increase from $31 billion in 2020 to $41 billion in 2026. On a major infrastructure project, our services can range between 3-7% of the total project’s cost.

The end markets we serve are characterized by various public and private clients that are faced with deteriorating asset conditions, outdated systems and expanding regulations. We operate across the entire built environment for a variety of end markets including, but not limited to, transportation, commercial, education, industrial, environmental, water, healthcare and power. Each of these end markets are experiencing tailwinds that drive ongoing maintenance and capital investment.3

~~Transportation. The U.S.~~End ~~transportation~~Markets market has experienced broad increases in federal funding for U.S. Department of Transportation initiatives. Additionally, there is a renewed focus by the current U.S. presidential administration on infrastructure investment and a growing number of government projects focused on roads, bridges and airports. The current installed transportation base is aging and both public and private entities are increasingly outsourcing testing, inspection and program management services for their assets. At the state level, our presence in Georgia, Texas, California and New York positions us to capitalize on the potential increase in infrastructure funding in these states, as these states in particular have historically demonstrated higher than average investment in transportation infrastructure. Illustrative projects in the transportation market include airports, bridges, tollways, railways, highways, waterways, ports, tunnels, pedestrian routes and others.

~~Commercial. Asset~~The ~~operators~~end ~~are~~markets ~~faced~~we ~~with~~serve ~~increasing~~are characterized ~~complexity~~by ~~of,~~various ~~and~~public ~~scrutiny around, regulatory requirements, which is driving demand for turnkey solutions~~ and ~~the~~private ~~professionalization~~clients ofthat ~~maintenance services. Additionally, corporations~~ are ~~increasing~~faced ~~investment~~with indeteriorating ~~information~~asset ~~technology and smart-building features~~conditions, ~~frequently~~outdated ~~undergoing~~systems ~~corporate relocations,~~ and ~~exhibiting a need for bespoke and unique facilities.~~expanding ~~The~~regulations. ~~increase~~We inoperate ~~outdated~~across ~~facilities~~the ~~alongside~~entire ~~new~~built ~~technological~~environment ~~and~~for ~~logistical~~a ~~needs~~variety ~~has~~of ~~driven~~end ~~additional~~markets ~~spend~~including, ~~for~~but ~~warehouse~~not ~~and~~limited ~~distribution~~to, transportation, ~~facilities~~commercial, aseducation, ~~well~~industrial, asenvironmental, ~~development spend across sports~~water, ~~recreation~~healthcare and ~~stadiums~~power. ~~Illustrative~~Each ~~projects~~of inthese ~~the~~end ~~commercial~~markets ~~market~~are ~~include healthcare~~experiencing ~~facilities,~~tailwinds ~~offices,~~that drive ~~multi-family properties,~~ongoing ~~retail~~maintenance ~~outlets, data centers, corporate headquarters, parking structures~~ and ~~religious~~capital ~~facilities~~investment.

~~Education~~Transportation. The ~~Population~~U.S. ~~growth~~transportation ~~and~~market ~~increasing~~has ~~access~~experienced tobroad ~~education~~increases isin ~~driving~~federal ~~enrollments~~funding ~~and~~for ~~creating~~U.S. Department of Transportation initiatives. Additionally, there is a ~~need~~renewed ~~for~~focus ~~new~~by ~~and~~the ~~updated~~current ~~facilities~~U.S. ~~Academic institutions~~presidential ~~are~~administration ~~placing~~on infrastructure investment and a growing ~~focus~~number of government projects focused on ~~environmental~~roads, ~~impacts~~bridges and ~~sustainability~~airports. asThe ~~seen~~current ~~through~~installed transportation base is aging and both public and private entities are increasingly outsourcing testing, inspection and program management services for their assets. At the ~~implementation~~state oflevel, ~~smart-~~our presence in Georgia, Texas, California and New York positions us to capitalize on the potential increase in infrastructure funding in these states, ~~green-building technologies~~as these states in particular have historically demonstrated higher than average investment in transportation infrastructure. Illustrative projects in the ~~education~~transportation market include ~~colleges~~airports, ~~universities~~bridges, ~~K-12 facilities~~tollways, ~~service~~ ~~academies~~railways, ~~stadiums~~highways, ~~athletic~~waterways, ~~facilities~~ports, ~~research~~tunnels, ~~facilities~~pedestrian routes and ~~theatres~~others.

~~Industrial~~Commercial. Asset ~~and~~operators ~~Environmental.~~are ~~New~~faced ~~quality,~~with ~~health,~~increasing ~~safety~~complexity of, and ~~environmental~~scrutiny ~~regulations~~around, ~~are~~regulatory requirements, which is driving demand for ~~compliance systems~~turnkey solutions and ~~services~~the inprofessionalization ~~industrial~~of ~~businesses~~maintenance services. ~~Extreme~~Additionally, ~~weather~~corporations ~~requires~~are ~~services~~increasing ~~such~~investment asin ~~hurricane~~information technology and smart-building features, ~~storm~~frequently undergoing corporate relocations, and ~~flood~~exhibiting ~~clean-up efforts~~a asneed for bespoke and unique facilities. ~~seen~~The increase in ~~the~~outdated ~~Carolinas~~facilities alongside new technological and logistical needs has driven additional spend for warehouse and distribution facilities, ~~Florida~~as well as development spend across sports, recreation and ~~Texas~~stadiums. Illustrative projects in the ~~industrial~~commercial ~~and~~market ~~environmental markets~~ include healthcare ~~manufacturing~~facilities, ~~refineries~~offices, ~~agricultural,~~ ~~utilities~~multi-family properties, ~~petrochemicals,~~retail ~~nuclear~~outlets, ~~midstream~~data centers, ~~disaster~~corporate ~~response and mitigation~~headquarters, ~~and~~parking ~~pulp~~ structures and ~~paper~~religious facilities.

~~Water~~Education. Population ~~Broadening~~growth ~~stress~~and onincreasing ~~the~~access ~~U.S.~~to ~~water~~education ~~network~~is ~~from~~driving ~~outdated~~enrollments ~~systems,~~and ~~population~~creating ~~growth~~a ~~and~~need ~~extreme~~for ~~weather~~new ~~patterns~~and ~~has~~updated ~~resulted~~facilities. ~~in systems~~Academic ~~that~~ institutions are ~~approaching~~placing ~~the~~a ~~end~~growing offocus ~~their~~on ~~useful~~environmental ~~lives.~~impacts ~~The~~and ~~aging~~sustainability ~~water~~as ~~infrastructure~~seen ~~must~~through ~~also~~the beimplementation ~~renovated~~of tosmart- ~~meet expanding government regulations~~ and ~~energy~~green-~~efficiency~~building ~~standards~~technologies. Illustrative projects in the ~~water~~education market include ~~dams~~colleges, ~~levees~~universities, ~~recycling~~ K-12 facilities, ~~drinking~~ ~~water~~service academies, ~~storage~~stadiums, ~~inland waterways~~athletic facilities, ~~wastewater~~research facilities and ~~treatment plants~~theatres.

~~Government~~Industrial and Environmental. ~~Over~~New ~~time~~quality, ~~municipalities~~health, ~~local,~~safety ~~state~~ and ~~federal~~environmental ~~governments~~regulations are ~~increasingly~~driving ~~tasked~~demand ~~with~~for ~~the~~compliance ~~mandate~~systems toand ~~operate~~services onin ~~leaner, more~~industrial ~~efficient budgets~~businesses. Extreme Weweather ~~understand~~requires ~~the~~services ~~many~~such ~~challenges~~as ~~associated with development~~hurricane, ~~transportation~~storm and ~~land~~flood clean-~~use~~up efforts ~~for~~as ~~the~~seen ~~government sector and we use our~~ in~~-depth~~ ~~knowledge~~the ~~of social~~Carolinas, ~~political,~~Florida and ~~economic~~Texas. Illustrative ~~conditions to deliver sustainable~~ projects toin the ~~communities that~~industrial ~~we serve. We partner with our clients~~ and ~~all~~environmental ~~stakeholders~~markets ~~to ensure the cost-effective use of public funds and deliver better public infrastructure projects from concept to completion. Illustrative projects~~ include ~~program~~manufacturing, ~~construction~~refineries, ~~and~~agricultural, ~~quality~~utilities, ~~management projects~~petrochemicals, ~~for county~~nuclear, ~~state and federal governments~~midstream, disaster ~~relief~~response ~~coordination~~ and ~~engineering~~mitigation, and ~~design~~pulp ~~of roadways~~ and ~~bridges~~paper.

~~Healthcare~~Water. Broadening ~~From~~stress ~~acute~~on ~~care~~the ~~hospitals~~U.S. towater ~~alcohol~~network ~~and~~from ~~drug~~outdated ~~treatment units~~systems, wepopulation ~~provide~~growth ~~services~~and toextreme ~~assist~~weather ~~our~~patterns ~~clients’~~has ~~compliance~~resulted ~~with~~in ~~the~~systems that are ~~Joint~~approaching ~~Commission~~the ~~Environment~~end of ~~Care,~~their ~~Centers~~useful ~~for Disease Control and Prevention (CDC), and other applicable regulatory standards~~lives. ~~Our nationwide~~The ~~network~~aging ~~enables~~water usinfrastructure tomust ~~mobilize~~also ~~quickly,~~be ~~often~~renovated ~~avoiding disruption~~ to ~~our~~meet ~~clients’~~expanding ~~staff~~government regulations and ~~patient populations~~energy-efficiency standards. Illustrative projects in the water market include ~~asset~~dams, ~~tagging~~levees, ~~compliance~~recycling ~~assessment~~facilities, ~~and~~drinking water, ~~permitting~~storage, ~~construction~~inland ~~materials testing~~waterways, wastewater and ~~site~~treatment ~~assessments~~plants.

~~Power~~Government. Over ~~Whether~~time, ~~our~~municipalities, ~~clients~~local, ~~are~~state ~~considering~~and ~~new~~federal ~~generation~~governments ~~development,~~are ~~movement~~increasingly ~~away~~tasked ~~from unregulated markets~~ with ~~renewed~~the ~~investment in~~mandate ~~regulated~~to ~~transmission~~operate ~~and~~on ~~distribution~~leaner, ormore ~~retirement of older, less~~ efficient budgets. ~~generating~~We ~~assets, we~~ understand the ~~complexities of~~many ~~grid~~challenges ~~improvement~~associated ~~and~~with ~~expansion~~development, ~~projects~~transportation and ~~are~~land-use ~~poised~~for tothe ~~provide~~government ~~services~~sector ~~such as siting~~ and ~~corridor studies, permitting, and real~~we ~~estate/right-of-way~~use ~~acquisition support. We assist~~ our ~~clients~~ in-depth ~~determining~~knowledge ~~where~~of tosocial, ~~add capacity~~political, ~~plan~~and ~~for~~economic ~~construction,~~conditions orto ~~build a~~deliver ~~new~~sustainable ~~power~~projects ~~plant,~~to ~~solar~~the ~~array,~~communities orthat ~~wind~~we ~~turbine field~~serve. We ~~After~~partner ~~construction,~~with weour ~~are~~clients ~~positioned~~and stakeholders to support the ~~long~~cost-~~term~~effective ~~safe~~use of public funds and ~~regulatory~~deliver better public infrastructure ~~compliant~~projects ~~operation~~from ofconcept ~~power~~to ~~assets~~completion. Illustrative projects include ~~renewable~~program, ~~development~~construction ~~support~~and ~~services~~quality management projects for county, state ~~environmental~~and ~~services~~federal governments, ~~compliance assessment~~disaster relief coordination and ~~permitting~~engineering and ~~construction~~design ~~management~~of roadways and bridges.

4Healthcare. From acute care hospitals to alcohol and drug treatment units, we provide services to assist our clients’ compliance with the Joint Commission Environment of Care, Centers for Disease Control and Prevention (CDC), and other applicable regulatory standards. Our nationwide network enables us to mobilize quickly, often avoiding disruption to our clients’ staff and patient populations. Illustrative projects include asset tagging, compliance assessment and permitting, construction materials testing, and site assessments.

~~Service~~Power. Whether ~~Lines~~our clients are considering new generation development, movement away from unregulated markets with renewed investment in regulated transmission and distribution, or retirement of older, less efficient generating assets, we understand the complexities of grid improvement and expansion projects and are poised to provide services such as siting and corridor studies, permitting, and real estate/right-of-way acquisition support. We assist our clients in determining where to add capacity, plan for construction, or build a new power plant, solar array, or wind turbine field. After construction, we are positioned to support the long-term safe and regulatory compliant operation of power assets. Illustrative projects include renewable development support services, environmental services, compliance assessment and permitting and construction management.

~~Testing, Inspection and Certification (“TIC”)~~4

~~Any~~Service ~~time~~Lines a structure in the built environment is designed, built, repaired, refurbished or sold, our clients require critical path services to ensure infrastructure compliance, quality and integrity. We offer a comprehensive suite of TIC services to support a vast array of assets across different types, stages of life and end markets. In 2021, our TIC services represented approximately 32% of our revenues.

~~Illustrative services~~Testing, ~~include:~~Inspection and Certification (“TIC”)

●Any ~~construction~~time ~~materials~~a ~~testing~~structure in the built environment is designed, ~~including~~built, ~~product~~repaired, ~~evaluations~~refurbished ~~and~~or ~~factory~~sold, our clients require critical path services to ensure infrastructure compliance, quality ~~control~~and integrity. We offer a comprehensive suite of TIC services; to support a vast array of assets across different types, stages of life and end markets. In 2022, our TIC services represented approximately 32% of our revenues.

●Illustrative ~~non-destructive testing and evaluations, materials testing and inspection, laboratory~~ services ~~and geophysics;~~include:

● construction ~~quality~~materials ~~assurance~~testing, including ~~quality~~product ~~plan~~evaluations ~~development, construction engineering~~ and ~~inspection,~~factory ~~and~~quality ~~source~~control ~~and field inspections~~services;

● ~~owner~~non-destructive ~~verification~~testing &and evaluations, materials testing and inspection, ~~(OVTI)~~laboratory services and geophysics;

● ~~forensic~~construction &quality ~~structural~~assurance, ~~investigations;~~including quality plan development, construction engineering and inspection, and source and field inspections;

● ~~materials~~owner ~~laboratory~~verification ~~services.~~& inspection (OVTI);

~~Environmental Services~~● forensic & structural investigations; and

~~Safeguarding~~● ~~the~~materials ~~environment requires~~laboratory proactively providing sustainable solutions while understanding and assisting our clients in complying with current regulatory demands. We utilize our technical staff, specialized equipment, and long-term relationships to manage a broad range of our clients’ environmental needs and assist our clients in overcoming environmental and regulatory challenges across a wide range of industries. By integrating environmental management into our clients’ business plans and goals, we endeavor to assist them in reducing potential crisis management costs and liabilities, thereby allowing them to focus on their core competencies and improve the health and livability of their communities. We provide comprehensive solutions to our clients’ most challenging ecological issues. Through our highly trained team of engineers, geologists, hydrogeologists, archaeologists, inspectors and other specialty environmental professionals, we have the capability to manage every aspect of a project’s environmental needs. In 2021, environmental services ~~represented roughly 38% of our revenues~~.

~~Illustrative services~~Environmental ~~include:~~Services

●Safeguarding ~~environmental~~the ~~permitting~~environment requires proactively providing sustainable solutions while understanding and assisting our clients in complying with current regulatory demands. We utilize our technical staff, ~~compliance~~specialized ~~assistance~~equipment, ~~auditing~~and long-term relationships to manage a broad range of our clients’ environmental needs and ~~compliance~~assist our clients in overcoming environmental and regulatory challenges across a wide range of industries. By integrating environmental management ~~system~~into ~~implementation;~~our clients’ business plans and goals, we endeavor to assist them in reducing potential crisis management costs and liabilities, thereby allowing them to focus on their core competencies and improve the health and livability of their communities. We provide comprehensive solutions to our clients’ most challenging ecological issues. Through our highly trained team of engineers, geologists, hydrogeologists, archaeologists, inspectors and other specialty environmental professionals, we have the capability to manage every aspect of a project’s environmental needs. In 2022, environmental services represented roughly 38% of our revenues.

●Illustrative ~~air~~services ~~quality;~~include:

● ~~water~~environmental permitting, ~~hazardous~~compliance ~~material~~assistance, ~~permitting~~auditing and ~~registration~~compliance management system implementation;

● ~~underground~~air ~~storage tank management~~quality;

● ~~leak~~water, ~~detection~~hazardous ~~and~~material ~~repair~~permitting ~~(LDAR)~~and ~~program management~~registration;

● ~~water~~underground ~~resource~~storage tank management;

● ~~industrial~~leak ~~hygiene~~detection and ~~building~~repair ~~science~~(LDAR) ~~services;~~program ~~and~~management;

● ~~disaster~~water ~~response~~resource ~~and recovery.~~management;

5● industrial hygiene and building science services; and

~~Engineering and~~● ~~Design~~disaster ~~(“E&D”)~~response and recovery.

We offer a full-service suite of civil, transportation, structural and architectural solutions for clients ranging from private developers to large federal agencies. We utilize our specialized expertise across a variety of disciplines to offer technical and project management solutions in order to assist clients in meeting their most demanding, large-scale challenges.5

~~Our~~Engineering ~~service offerings in E&D rest upon a foundation of years of experience in the design of a broad range of transportation~~ and ~~civil~~Design infrastructure projects, strong lines of communication, qualified planning and design professionals, and meticulous quality control measures throughout all stages of a project’s development. Our practice of knowledge-sharing among team members promotes continuous improvement of operations and is intended to provide maximum value for the client and reduce the likelihood of unforeseen problems during construction. Our (“E&D ~~business has likewise been involved in supporting transportation and infrastructure work. In 2021, E&D represented 15% of our revenues.~~”)

~~Illustrative~~We offer a full-service suite ~~services~~of ~~include:~~civil, transportation, structural and architectural solutions for clients ranging from private developers to large federal agencies. We utilize our specialized expertise across a variety of disciplines to offer technical and project management solutions in order to assist clients in meeting their most demanding, large-scale challenges.

●Our service offerings in E&D rest upon a foundation of years of experience in the design of a broad range of transportation and civil ~~site~~infrastructure projects, strong lines of communication, qualified planning and design professionals, and meticulous quality control measures throughout all stages of a project’s development. Our practice of knowledge-sharing among team members promotes continuous improvement of operations and is intended to provide maximum value for the client and reduce the likelihood of unforeseen problems during construction. Our E&D business has likewise been involved in supporting transportation and ~~geotechnical~~infrastructure ~~engineering;~~work. In 2022, E&D represented 15% of our revenues.

●Illustrative ~~hydrogeology;~~services include:

● ~~water/wastewater~~civil site, transportation and geotechnical engineering;

● ~~solid waste/landfill~~hydrogeology;

● ~~land acquisition services~~water/wastewater;

● ~~subsurface~~solid ~~utility engineering (SUE)~~waste/landfill;

● ~~surveying~~land &acquisition ~~mapping~~services; ~~and~~

● ~~geographic~~subsurface ~~information~~utility ~~system~~engineering (~~GIS~~SUE) ~~asset inventory & assessments.~~;

~~Program Management/Construction~~● ~~Management/Quality~~surveying ~~Management~~& ~~(“PCQM”).~~mapping; and

~~We provide~~● ~~public~~geographic ~~and~~information ~~private~~system ~~sector~~(GIS) ~~clients~~asset ~~with~~inventory ~~comprehensive~~& ~~support in managing large-scale improvement programs~~assessments. ~~We believe in a strong work ethic of transparency and collaboration between all parties involved and are uniquely connected to the communities we serve.~~

~~Our~~Program ~~program~~Management/Construction ~~management experience spans a broad spectrum of industries~~Management/Quality ~~including~~Management hospitality, healthcare, education, industrial and municipal projects throughout the United States for both public and private sector clients. We are involved with projects totaling more than $2 billion of in-place construction, and we manage large and small-scale facility improvement programs and multi-year local option sales tax programs and provide comprehensive program support. We work hand-in-hand with governments and institutions during each stage of a capital improvement program. In 2021, our (“PCQM ~~service offerings made up roughly 15% of our revenues~~”).

~~Illustrative~~We provide public and private ~~services~~sector ~~include:~~clients with comprehensive support in managing large-scale improvement programs. We believe in a strong work ethic of transparency and collaboration between all parties involved and are uniquely connected to the communities we serve.

●Our ~~programmatic~~program ~~planning~~management &experience spans ~~phasing;~~a broad spectrum of industries including hospitality, healthcare, education, industrial and municipal projects throughout the United States for both public and private sector clients. We are involved with projects totaling more than $2 billion of in-place construction, and we manage large and small-scale facility improvement programs and multi-year local option sales tax programs and provide comprehensive program support. We work hand-in-hand with governments and institutions during each stage of a capital improvement program. In 2022, our PCQM service offerings made up roughly 15% of our revenues.

●Illustrative ~~contract~~services ~~document preparation;~~include:

● ~~bid~~programmatic ~~evaluation~~planning & ~~award analysis~~phasing;

● ~~alternative/value~~contract ~~engineering~~document preparation;

6● bid evaluation & award analysis;

● ~~project~~alternative/value ~~estimating & scheduling~~engineering;

~~● project cost/schedule control;~~6

● ~~contract~~project ~~administration~~estimating & scheduling;

● project ~~management~~cost/schedule control;

● ~~community~~contract ~~relations/affairs~~administration;

● ~~asset~~project management;

● ~~construction~~community ~~management services~~relations/affairs;

● ~~quality~~asset management ~~and assurance~~; ~~and~~

● construction ~~engineering~~management ~~& inspection (CEI).~~services;

~~Key Clients~~● quality management and ~~Projects~~assurance; and

We● ~~currently~~construction ~~serve~~engineering ~~over~~& ~~10,000~~inspection ~~different clients annually~~(CEI). While our ten largest clients accounted for approximately 19% of our consolidated revenue during the fiscal year ended December 31, 2021, no single client accounted for more than 10% during that period. Although we serve a highly diverse client base, approximately 50% of our net revenues were attributable to public and quasi-public sector clients. In this regard, public sector clients include U.S. federal, state and local government departments, agencies, systems and authorities, including Departments of Transportation, educational systems and public housing authorities, while quasi-public sector clients include utility service providers and energy producers. Of our private sector clients, our largest clients are commercial companies and contractors. Although we anticipate public and quasi-public sector clients to represent the majority of our revenues for the foreseeable future, we intend to continue expanding our service offerings to private sector clients.

~~During our~~Key ~~history~~Clients ~~in the testing~~ and ~~inspection business, we have worked with such clients on such well-known projects as (in alphabetical order):~~Projects

●We ~~Apple~~currently ~~Campus~~serve IIover ~~(Cupertino~~10,000 different ~~California)~~clients annually. While our ten largest clients accounted for approximately 19% of our consolidated revenue during the fiscal year ended December 30, 2022, no single client accounted for more than 10% during that period. Although we serve a highly diverse client base, approximately 50% of our net revenues were attributable to public and quasi-public sector clients. In this regard, public sector clients include U.S. federal, state and local government departments, agencies, systems and authorities, including Departments of Transportation, educational systems and public housing authorities, while quasi-public sector clients include utility service providers and energy producers. Of our private sector clients, our largest clients are commercial companies and contractors. Although we anticipate public and quasi-public sector clients to represent the majority of our revenues for the foreseeable future, we intend to continue expanding our service offerings to private sector clients.

●During ~~Golden~~our ~~Gate~~history ~~Bridge~~in ~~(San~~the ~~Francisco~~testing and inspection business, ~~California~~we have worked with such clients on such well-known projects as (in alphabetical order):

● ~~Ground~~Apple ~~Zero~~Campus ~~Recovery~~II (~~New York~~Cupertino, ~~New York~~California)

● ~~Harbor~~Golden Gate Bridge (~~Corpus~~San ~~Christi~~Francisco, ~~Texas~~California)

● ~~The~~Ground ~~Grand~~Zero ~~Waikikian~~Recovery ~~by Hilton~~ (~~Honolulu~~New York, ~~Hawaii~~New York)

● ~~Hurricane~~Harbor ~~Katrina~~Bridge ~~Recovery~~ (~~Louisiana~~Corpus Christi, Texas)

● ~~Northwest~~The ~~Corridor~~Grand ~~Express~~Waikikian ~~Lanes~~by Hilton (~~Georgia~~Honolulu, Hawaii)

● ~~Stanford~~Hurricane ~~University~~Katrina ~~Hospital~~Recovery (~~Stanford, California~~Louisiana)

7● Northwest Corridor Express Lanes (Georgia)

~~Contracts~~● Stanford University Hospital (Stanford, California)

We enter into contracts that contain two principal types of pricing provisions: (1) time and materials/cost-reimbursable; and (2) fixed price. For the year ended December 31, 2021, approximately 90% of our revenue was recognized from time and materials/cost-reimbursable contracts, with approximately 10% from fixed price contracts.7

~~Cost-reimbursable contracts. Cost-reimbursable contracts consist of the following:~~Contracts

●We ~~“Time~~enter &into ~~materials”~~ contracts ~~are~~that contain ~~common~~two ~~for~~principal ~~smaller~~types ~~scale~~of ~~professional~~pricing ~~and~~provisions: ~~technical~~(1) time ~~consulting~~ and ~~certification~~materials/cost-reimbursable; ~~service~~and ~~projects~~(2) fixed price. ~~Under~~For ~~these~~the ~~types~~year ended ofDecember ~~contracts~~30, ~~there is no predetermined fee. Instead~~2022, weapproximately ~~negotiate~~90% ~~hourly~~of ~~billing rates and charge~~ our ~~clients~~revenue ~~based~~was ~~upon~~recognized ~~actual~~from ~~hours~~time ~~expended on a project. In addition, any direct project expenditures are passed through to the client~~ and ~~are typically reimbursed. These~~ materials/cost-reimbursable contracts, ~~may~~with approximately ~~have~~10% anfrom ~~initial~~fixed ~~not-to-exceed or guaranteed maximum~~ price ~~provision~~contracts.

~~● “~~Cost-~~plus”~~ reimbursable contracts ~~are the predominant contracting method used by U~~.S. Cost-reimbursable contracts ~~federal,~~consist ~~state and local governments. Under these types~~ of ~~contracts, we charge clients for our costs, including both direct and indirect costs, plus a negotiated fee. The estimated cost plus~~ the ~~negotiated fee represents the total contract value.~~following:

~~Fixed price.~~● ~~Fixed~~“Time ~~price~~& materials” contracts ~~consist~~are common for smaller scale professional and technical consulting and certification service projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the ~~following:~~client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

● ~~Fixed~~“Cost-plus” ~~price~~ contracts ~~require~~are ~~us to either perform all of~~ the ~~work~~predominant ~~under~~contracting ~~the~~method ~~contract~~used ~~for a specified lump sum or to perform an estimated number of units of work at an agreed price per unit, with the total payment determined~~ by ~~the actual number of units performed~~U.S. ~~Fixed~~federal, ~~price~~state ~~contracts~~and ~~are~~local ~~subject to price adjustments if the scope of the project changes or unforeseen conditions arise~~governments. ~~Fixed~~Under ~~price~~these ~~contracts~~types ~~expose us to a number~~ of ~~risks not inherent in “cost-plus” and “time & materials”~~ contracts, ~~including~~we ~~underestimation~~charge ofclients ~~costs,~~for ~~ambiguities~~our ~~in specifications, unforeseen~~ costs ~~or difficulties~~, ~~problems~~including ~~with~~both ~~new~~direct ~~technologies,~~and ~~delays~~indirect ~~beyond our control~~costs, ~~failures~~plus ofa ~~subcontractors~~negotiated tofee. ~~perform~~The ~~and~~estimated ~~economic~~cost orplus ~~other~~the ~~changes~~negotiated ~~that~~fee ~~may~~represents ~~occur during~~ the total contract ~~period. Many of our fixed price contracts relate to small~~ value ~~services, such as individual unit or very small quantity testing or inspection~~.

~~Revenues from~~Fixed ~~engineering services are recognized in accordance with the accrual basis of accounting~~price. ~~Revenues~~Fixed ~~under cost-reimbursable contracts~~price ~~are~~contracts ~~recognized~~consist ~~when~~of ~~services~~the ~~are performed or over time.~~following:

~~Backlog~~● Fixed price contracts require us to either perform all of the work under the contract for a specified lump sum or to perform an estimated number of units of work at an agreed price per unit, with the total payment determined by the actual number of units performed. Fixed price contracts are subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Fixed price contracts expose us to a number of risks not inherent in “cost-plus” and “time & materials” contracts, including underestimation of costs, ambiguities in specifications, unforeseen costs or difficulties, problems with new technologies, delays beyond our control, failures of subcontractors to perform and economic or other changes that may occur during the contract period. Many of our fixed price contracts relate to small value services, such as individual unit or very small quantity testing or inspection.

~~As of~~Revenues ~~December 31,~~from ~~2021,~~engineering weservices are ~~had~~recognized ~~$808 million~~in ofaccordance ~~backlog,~~with ofthe ~~which~~accrual ~~$485~~basis ~~million,~~of oraccounting. ~~approximately~~Revenues ~~60%,~~under iscost-reimbursable contracts ~~expected~~are ~~to be~~ recognized when ~~over~~services ~~the~~are ~~next~~performed ~~twelve months~~or ~~and the majority of the balance~~ over ~~the next 24 months~~time.

We analyze our backlog, which we define to include the total estimated future revenue streams associated with fully executed contracts as well as an estimate of highly probable revenues from recurring, task order-based contracts. Our contracted backlog includes revenue we expect to record in the future from signed contracts. In order to calculate backlog, we determine the amounts for contracted projects that are fully funded, and then determine the respective revenues expected to be realized upon completion of work. We use backlog to evaluate Company revenue growth as it typically follows growth in backlog. As backlog is not a defined accounting term, our computation of backlog may not be comparable with that of our peers. In addition, project cancellations and scope adjustments may occur from time to time. For example, certain contracts are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenue and margins. Our backlog for the period beyond the next twelve months may be subject to variation from the prior year as existing contracts are completed, delayed or renewed or new contracts are awarded, delayed or canceled. In addition, our contracts may contain option periods which must be evaluated. Accordingly, our backlog as of any particular date is an uncertain indicator of future earnings.Backlog

8As of December 30, 2022, we had $877 million of backlog, of which $526 million, or approximately 60%, is expected to be recognized over the next twelve months and the majority of the balance over the next 24 months.

~~Offices~~We analyze our backlog, which we define to include the total estimated future revenue streams associated with fully executed contracts as well as an estimate of highly probable revenues from recurring, task order-based contracts. Our contracted backlog includes revenue we expect to record in the future from signed contracts. In order to calculate backlog, we determine the amounts for contracted projects that are fully funded, and then determine the respective revenues expected to be realized upon completion of work. We use backlog to evaluate Company revenue growth as it typically follows growth in backlog. As backlog is not a defined accounting term, our computation of backlog may not be comparable with that of our peers. In addition, project cancellations and scope adjustments may occur from time to time. For example, certain contracts are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenue and margins. Our backlog for the period beyond the next twelve months may be subject to variation from the prior year as existing contracts are completed, delayed or renewed or new contracts are awarded, delayed or canceled. In addition, our contracts may contain option periods which must be evaluated. Accordingly, our backlog as of any particular date is an uncertain indicator of future earnings.

Our principal executive offices are located at 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738, which we have leased through October 2024 with annual lease terms of $0.4 million plus operating expenses over the life of the lease. We do not own any significant real property. We currently operate out of approximately 145 leased locations. Our lease terms vary from month-to-month to multi-year commitments. We do not consider any of these leased properties to be materially important to our overall operations. While we do believe it is necessary to maintain offices through which our services are coordinated, we feel there are an ample number of available office rental properties that could adequately serve our needs should we need to relocate or expand our operations.8

~~Atlas Geographic Footprint~~Offices

~~Human~~Our principal executive offices ~~Capital~~are ~~Management~~located at 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738, which we have leased through October 2024 with annual lease terms of $0.4 million plus operating expenses over the life of the lease. We do not own any significant real property. We currently operate out of approximately 126 leased locations. Our lease terms vary from month-to-month to multi-year commitments. We do not consider any of these leased properties to be materially important to our overall operations. While we do believe it is necessary to maintain offices through which our services are coordinated, we feel there are an ample number of available office rental properties that could adequately serve our needs should we need to relocate or expand our operations.

At Atlas, ~~our~~Geographic employees are our assets; they are the very foundation of our success, the heart of our organization and the drivers of our future potential. As of December 31, 2021, we had approximately 3,450 employees, approximately 85% of which were full-time employees and approximately 80% of which represent technical staff with specialized expertise such as engineers, inspectors, scientists and other field experts. We consider our employee relations to be good.Footprint

~~Our~~Human ~~employee~~Capital attrition rate for 2021 among all staff, part-time and full-time, was approximately 20%. To date, we have been able to locate and engage highly qualified employees as needed and we do not expect our growth efforts to be constrained by a lack of qualified personnel. However, our ability to attract, retain, engage and support a diverse and highly qualified workforce is essential to our future success. As such, we prioritize diversity within our employee population and proactively foster a culture of inclusion throughout our organization, and we place the health, safety and wellbeing of our employees above all else.Management

~~Focus~~At Atlas, our employees are onour ~~Diversity~~assets; they are the very foundation of our success, ~~Equity~~the heart of our organization and ~~Inclusion~~the drivers of our future potential. As of December 30, 2022, we had approximately 3,450 employees, approximately 91% of which were full-time employees and approximately 85% of which represent technical staff with specialized expertise such as engineers, inspectors, scientists and other field experts. We consider our employee relations to be good.

Our employee attrition rate for 2022 among all staff, part-time and full-time, was approximately 23%. To date, we have been able to locate and engage highly ~~achieve~~qualified ~~our~~employees ~~vision~~as needed and we ~~seek~~do not expect our growth efforts to ~~hire~~be constrained by a lack of qualified personnel. However, our ~~develop~~ability to attract, retain, engage and ~~promote~~support a ~~talented~~diverse and ~~diverse~~highly ~~team~~qualified ofworkforce ~~professionals~~is ~~nationwide.~~important Weto ~~believe~~our ~~leveraging~~future success. As such, ~~the~~we ~~power~~prioritize ofdiversity within our ~~different~~employee ~~backgrounds~~population, ~~beliefs,~~proactively ~~perspectives~~seek ~~and~~to ~~capabilities~~foster ~~creates~~a ~~value~~culture ~~for~~of inclusion throughout our ~~Company~~organization, and prioritize the health, safety and wellbeing of our ~~shareholders~~employees.

9Focus on Diversity, Equity and Inclusion

AtTo achieve our vision we ~~Atlas~~seek to hire, wedevelop, ~~define~~and ~~diversity~~promote a talented and diverse team of professionals nationwide. We believe leveraging the power of our different backgrounds, ~~equity~~beliefs, perspectives and ~~inclusion~~capabilities ascreates ~~follows:~~value for our Company and our stockholders.

●At ~~Diversity is the presence of employees of different gender~~Atlas, ~~race,~~we ~~ethnicity,~~define ~~sexual orientation~~diversity, equity ~~age, socio-economic status,~~ and ~~physical/mental~~inclusion ~~abilities.~~as follows:

● ~~Equity~~Diversity is the ~~promotion~~presence of ~~impartiality~~employees ~~and~~of ~~fairness~~different ~~within~~gender, ~~procedures~~race, ~~processes~~ethnicity, ~~distribution~~sexual oforientation, ~~resources~~age, ~~and~~socio-economic ~~access~~status, ~~to promotion~~ and ~~development~~physical/mental abilities.

● ~~Inclusion~~Equity is anthe ~~ongoing~~promotion ~~commitment~~of toimpartiality ~~ensure~~and ~~all~~fairness ~~Atlas~~within ~~employees~~procedures, ~~experience~~processes, adistribution ~~welcoming~~of ~~work~~resources, ~~environment~~and ~~that~~access isto ~~devoid~~promotion ~~of discrimination~~ and ~~bias~~development.

~~In the~~● ~~third quarter of 2020, we formed the Atlas Diversity, Equity and~~ Inclusion ~~Council~~is ~~(the~~an ~~“DE&I~~ongoing ~~Council”)~~commitment ~~comprised of employee representatives from varying backgrounds, geographic regions, functional groups and levels of seniority within our organization~~ to ~~focus~~ensure onall ~~diversity,~~Atlas ~~equity~~employees ~~and~~experience ~~inclusion~~a ~~strategy~~welcoming ~~development,~~work ~~initiative~~environment ~~execution~~that ~~and~~is ~~measurement~~devoid of ~~outcomes.~~discrimination ~~The DE&I Council’s work is streamlined into three targeted programs: Employee Resources, Talent & Training~~ and ~~Community Outreach~~bias.

In the first quarter of 2021, we appointed Jamie Myers as our Chief Diversity Officer and launched seven employee resource groups (“ERGs”), which are voluntary, employee-led groups that strive to foster a diverse, inclusive workplace aligned with our core values. Our ERGs exist to provide support, career development and networking opportunities as well as create a safe space where employees can be their authentic selves. Each ERG is open to all employees and cross-collaboration across ERGs is encouraged. When we work together to foster an open, diverse workplace, mentoring and support can reshape our inclusive culture.9

We formed the Atlas Diversity, Equity and Inclusion Council (the “DE&I Council”) comprised of employee representatives from varying backgrounds, geographic regions, functional groups and levels of seniority within our organization to focus on diversity, equity and inclusion strategy development, initiative execution and measurement of outcomes. The DE&I Council’s work is streamlined into three targeted programs: Employee Resources, ~~Resource~~Talent ~~Groups~~& Training and Community Outreach.

10We also appointed Jamie Myers as our Chief Diversity Officer and launched seven employee resource groups (“ERGs”), which are voluntary, employee-led groups that strive to foster a diverse, inclusive workplace aligned with our core values. Our ERGs exist to provide support, career development and networking opportunities as well as create a safe space where employees can be their authentic selves. Each ERG is open to all employees and cross-collaboration across ERGs is encouraged. When we work together to foster an open, diverse workplace, mentoring and support can engender inclusivity in our culture.

Atlas Employee ~~Health,~~ ~~Safety~~Resource ~~and Wellbeing~~Groups

~~We place~~Employee ~~the health~~Health, ~~safety~~Safety and wellbeing of our employees above all else in our business and operations. We are committed to providing a safe and healthy work environment for our team and aim to reduce risks and hazards throughout all of our offices and operations. We are committed to mitigating risks by providing health and safety training for all employees and communicating our health and safety practices throughout our business. We also comply with all applicable health and safety requirements and regulations at the local, state and national levels throughout all operations and projects.Wellbeing

~~At Atlas~~We prioritize the health, safety weand ~~continuously~~wellbeing ~~emphasize~~of ~~the~~our ~~three~~employees ~~underlying~~in ~~principles~~our business and operations. We are committed to providing a safe and healthy work environment for our team and aim to reduce risks and hazards throughout all of our offices and operations. We are committed to mitigating risks by providing health and safety: training for all employees and communicating our health and safety practices throughout our business. We also strive to comply with all applicable health and safety requirements and regulations at the local, state and national levels throughout all operations and projects.

●At ~~Think~~Atlas, ~~Safe:~~we ~~make~~continuously ~~safety~~emphasize the athree ~~thought~~underlying ~~before~~principles ~~starting~~of ~~any activity or job;~~safety:

● ~~Work~~Think Safe: make safety a ~~part~~thought ofbefore ~~our~~starting ~~culture;~~any ~~and~~activity or job;

● ~~Live~~Work Safe: make safety a ~~lifestyle.~~part of our culture; and

~~The overall~~● ~~wellbeing,~~Live ~~including~~Safe: ~~the~~make ~~mental~~safety ~~health, of our employees is of utmost important to us. We provide an Employee Assistance Program free of charge to all employees, through which~~ a ~~third party provider offers confidential guidance for personal issues that employees may be facing, including substance abuse, mental health, work, familial, financial and legal matters~~lifestyle.

~~Competition~~The overall wellbeing, including the mental health, of our employees is of utmost important to us. We provide an Employee Assistance Program free of charge to all employees, through which a third-party provider offers confidential guidance for personal issues that employees may be facing, including substance abuse, mental health, work, familial, financial and legal matters.

The U.S. infrastructure and construction TIC and environmental consulting market is generally highly fragmented and competitive due to the breadth of services offered and the technical complexity needed to meet increasingly stringent regulatory standards.Competition

~~Industry participants~~The ~~compete~~U.S. oninfrastructure ~~the~~and construction ~~strength~~TIC ofand ~~client~~environmental ~~relationships,~~consulting ~~expertise~~market inis ~~local~~generally ~~markets,~~highly ~~technical~~fragmented ~~capabilities, reputation for quality of service~~ and ~~reliability,~~competitive ~~and~~due ~~price. The ability~~ to ~~compete~~the ~~effectively~~breadth ~~also~~of ~~depends~~services onoffered and ~~employing~~the ~~highly~~technical ~~skilled,~~complexity ~~qualified~~needed ~~personnel~~ to meet ~~technical~~increasingly ~~qualification~~stringent ~~and~~regulatory ~~staffing requirements~~standards.

Barriers to entry in the industry are created by the requirement for technical capabilities, a reputation for expertise and reliability and deep relationships with both clients and prime contractors. Scale and breadth of service offerings can also be a barrier to entry for companies that do not have adequate resources or capacity to complete complex and large-scale projects. Customers are increasingly emphasizing safe work practices by placing a premium on limiting liability, creating an additional barrier to entry for those who cannot demonstrate a safety record at or above industry standards.10

~~The~~Industry ~~firms~~participants ~~operating in our industry range from large, global companies~~compete ~~with~~on ~~broad~~the ~~service~~strength ~~offerings~~of toclient ~~small-scale providers that typically service regional markets or offer specialized~~relationships, ~~niche~~expertise ~~services. Competitive dynamics~~ in ~~the~~local ~~industry are variable across end~~ markets, ~~localities,~~technical ~~geographies and types and scopes of services~~capabilities, ~~among other~~reputation ~~factors.~~for ~~With~~quality respect to engineering and design, we view our principal competitors to be AECOM, Jacobs Engineering Group Inc., NV5 Global, Inc., Parsons Corporation, Stantec Inc., Tetra Tech, Inc. and WSP Global Inc. In the area of ~~testing~~service and ~~inspection~~reliability, ~~we view our~~ ~~principal competitors to be Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek Group plc~~ and ~~SGS S~~price.A. ~~With~~The respect to professional services, we view our principal competitors to be Accenture plc, Booz Allen Hamilton Inc., CGI Inc., FTI Consulting, Inc., Huron Consulting Group Inc. and ICF International, Inc. In all of the aforementioned industries there are also other small- and mid-sized regional players with whom we compete. Our ability to compete ~~successfully~~effectively also depends ~~upon~~on ~~the~~employing ~~effectiveness~~highly ~~of our marketing efforts~~skilled, ~~the~~qualified ~~strength of~~personnel ~~our client relationships, our ability~~ to ~~accurately~~meet ~~estimate~~technical ~~costs, the quality of the work we perform, our ability to hire and train~~qualification ~~qualified personnel~~ and ~~our~~staffing ~~ability to obtain insurance on commercially reasonable terms~~requirements.

~~Information~~Barriers to entry in the industry ~~About~~are ~~Our~~created ~~Executive~~by ~~Officers~~the requirement for technical capabilities, a reputation for expertise and reliability and deep relationships with both clients and prime contractors. Scale and breadth of service offerings can also be a barrier to entry for companies that do not have adequate resources or capacity to complete complex and large-scale projects. Customers are increasingly emphasizing safe work practices by placing a premium on limiting liability, creating an additional barrier to entry for those who cannot demonstrate a safety record at or above industry standards.

~~Incorporated by~~The ~~reference~~firms ~~from~~operating in our ~~definitive~~industry range ~~proxy~~from ~~statement~~large, ~~for~~global companies with broad service offerings to small-scale providers that typically service regional markets or offer specialized, niche services. Competitive dynamics in the ~~2022~~industry ~~Annual~~are ~~Meeting~~variable across end markets, localities, geographies and types and scopes of ~~Stockholders~~services, among other factors. With respect to engineering and design, we view our principal competitors to be ~~filed~~AECOM, Jacobs ~~within~~Engineering ~~120~~Group Inc., ~~days~~NV5 Global, Inc., Parsons Corporation, Stantec Inc., Tetra Tech, Inc. and WSP Global Inc. In the area of testing and inspection, we view our principal competitors to be Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek ~~fiscal~~Group ~~2021 year~~plc ~~end~~and SGS S.A. With respect to professional services, we view our principal competitors to be Accenture plc, Booz Allen Hamilton Inc., CGI Inc., FTI Consulting, Inc., Huron Consulting Group Inc. and ICF International, Inc. In all of the aforementioned industries there are also other small- and mid-sized regional players with whom we compete. Our ability to compete successfully depends upon the effectiveness of our marketing efforts, the strength of our client relationships, our ability to accurately estimate costs, the quality of the work we perform, our ability to hire and train qualified personnel and our ability to obtain insurance on commercially reasonable terms.

11Information About Our Executive Officers

~~Seasonality~~This information appears in Item 10 of this Annual Report on Form 10-K and is incorporated herein by reference.

Due primarily to inclement weather conditions, which lead to project delays and slower completion of contracts, and a greater number of holidays in the United States, our operating results during the months of December, January and February are generally lower than our operating results during other months. As a result, our revenue and net income for the first and fourth quarters of a fiscal year may be lower than our results for the second and third quarters of a fiscal year.Seasonality

~~Insurance~~Due primarily to inclement weather conditions, which lead to project delays and ~~Risk~~slower ~~Management~~completion of contracts, and a greater number of holidays in the United States, our operating results during the months of December, January and February are generally lower than our operating results during other months. As a result, our revenue and net income for the first and fourth quarters of a fiscal year may be lower than our results for the second and third quarters of a fiscal year.

~~We maintain~~Insurance ~~insurance covering professional liability~~ and ~~claims~~Risk involving bodily injury and property damage. We consider our present limits of coverage, deductibles and reserves to be adequate. Wherever possible, we endeavor to eliminate or reduce the risk of loss on a project through the use of quality assurance and control, risk management, workplace safety and similar methods.Management

~~Risk~~We maintain insurance covering ~~management~~professional isliability anand ~~integral~~claims ~~part~~involving ofbodily ~~project~~injury ~~management~~and property damage. We ~~have~~consider aour ~~strict~~present ~~project~~limits ~~review~~of ~~framework~~coverage, ~~including~~deductibles and ~~escalation~~reserves to ~~senior~~be ~~management~~adequate. Wherever possible, we endeavor to eliminate or reduce the risk of loss on a project through the use of quality ~~for~~assurance ~~any~~and ~~fixed~~control, ~~price~~risk ~~contracts~~management, ~~above~~workplace ~~$5 million~~safety and similar methods.

~~Regulation~~Risk management is an integral part of project management. We have a strict project review framework including escalation to senior management for any fixed price contracts above $5 million.

We are regulated in a number of fields in which we operate. We contract with various U.S. governmental agencies and entities, and when working with such governmental agencies and entities, we must comply with laws and regulations relating to the formation, administration and performance of contracts. These laws and regulations contain terms that, among other things:Regulation

●We ~~require~~are ~~certification~~regulated ~~and~~in ~~disclosure~~a number of ~~all~~fields ~~costs~~in orwhich ~~pricing~~we ~~data~~operate. inWe ~~connection~~contract with various ~~contract~~U.S. ~~negotiations;~~governmental agencies and entities, and when working with such governmental agencies and entities, we must comply with laws and regulations relating to the formation, administration and performance of contracts. These laws and regulations contain terms that, among other things:

● ~~impose~~require ~~procurement~~certification ~~regulations~~and ~~that~~disclosure ~~define~~of ~~allowable~~all ~~and unallowable~~ costs ~~and~~or ~~otherwise~~pricing ~~govern~~data ~~our~~in ~~right~~connection towith ~~reimbursement under~~ various ~~cost-based~~contract ~~U.S. government contracts~~negotiations; ~~and~~

● ~~restrict~~impose ~~the~~procurement ~~use~~regulations ~~and~~that ~~dissemination~~define ofallowable ~~information~~and ~~classified~~unallowable ~~for~~costs ~~national~~and ~~security~~otherwise ~~purposes~~govern ~~and~~our ~~the~~right ~~exportation~~to ofreimbursement ~~certain~~under ~~products~~various ~~and~~cost-based ~~technical data~~U.S. government contracts; and

~~To help~~● ~~ensure~~restrict ~~compliance~~the ~~with~~use ~~these laws~~ and ~~regulations,~~dissemination ~~employees~~of ~~are~~information ~~sometimes~~classified ~~required~~for tonational ~~complete~~security ~~tailored~~purposes ~~ethics~~ and ~~other~~the ~~compliance training~~exportation ~~relevant~~of tocertain ~~their~~products ~~position~~ and ~~our~~technical ~~operations~~data.

~~Legal~~To help ensure compliance with these laws and ~~Environmental~~regulations, employees are sometimes required to complete tailored ethics and other compliance training relevant to their position and our operations.

From time to time, we are subject to various legal proceedings that arise out of our normal course of business or otherwise. We are not currently a party to any legal proceedings that, individually or in the aggregate, are expected to materially impact our business, financial position, results of operations and cash flows, taken as a whole.11

~~We must~~Legal ~~comply with a number of federal, tribal, state~~ and local laws and regulations that strictly regulate the handling, removal, treatment, transportation and disposal of toxic and hazardous substances, or that otherwise relate to health and safety or the protection of the environment. Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs, including clean-up costs; fines and administrative, civil or criminal sanctions; third-party claims for property damage or personal injury; or implementation of remediation activities, including investigation, assessment and short- or long-term monitoring activities.Environmental

~~Available~~From time to time, we are subject ~~Information~~to various legal proceedings that arise out of our normal course of business or otherwise. We are not currently a party to any legal proceedings that, individually or in the aggregate, are expected to materially impact our business, financial position, results of operations and cash flows, taken as a whole.

We ~~make~~ ~~available~~must ~~free~~comply ofwith ~~charge~~a onnumber of ~~our website~~federal, ~~www.oneatlas.com~~tribal, ~~our~~state ~~annual~~and ~~reports~~local onlaws ~~Form 10-K,~~and ~~quarterly~~regulations ~~reports~~that onstrictly ~~Form 10-Q~~regulate the handling, ~~current~~ ~~reports~~removal, ontreatment, ~~Form 8-K~~transportation and disposal ~~amendments~~of totoxic ~~those~~and ~~reports~~hazardous ~~filed~~substances, or ~~furnished~~that ~~pursuant~~otherwise relate to ~~the~~health ~~Securities~~and ~~Exchange~~safety ~~Act~~or the protection of ~~1934, as~~the ~~soon~~environment. asLiabilities related ~~reasonably~~to ~~practicable~~environmental ~~after~~contamination weor ~~electronically~~human ~~file~~exposure ~~such~~to ~~information~~hazardous ~~with~~substances, or ~~furnish~~a itfailure to, ~~the~~comply ~~SEC.~~with ~~These~~applicable ~~documents are~~regulations, ~~also~~could ~~available~~result onin ~~the~~substantial ~~SEC’s~~costs, ~~website~~including atclean-up costs; ~~www.sec.gov.~~fines ~~The~~and ~~information~~administrative, oncivil ~~our~~or ~~website~~criminal issanctions; ~~not,~~third-party claims for ~~and~~property ~~shall~~damage ~~not~~or bepersonal ~~deemed~~injury; toor ~~be, a~~implementation ~~part~~ of ~~this~~remediation ~~Annual~~activities, ~~Report~~including oninvestigation, ~~Form~~assessment 10and short-K or long-term ~~incorporated~~monitoring ~~into any of our other filings with the SEC~~activities.

12Available Information

~~ITEM~~We make available free of 1Acharge on our website, www.oneatlas.com, ~~RISK~~our ~~FACTORS~~annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such information with, or furnish it to, the SEC. These documents are also available on the SEC’s website at www.sec.gov. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any of our other filings with the SEC.

~~RISK FACTORS~~12

~~You should~~ITEM ~~carefully~~1A. ~~consider~~RISK the following risk factors, together with all of the other information included in this Annual Report on Form 10-K, as these risks could have a material adverse effect on our business, results of operations and financial condition.FACTORS

~~Additionally, the~~RISK risks and uncertainties described in this Annual Report on Form 10-K are not the only risks and uncertainties that we may face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Furthermore, the ongoing global pandemic related to COVID-19 may amplify many of the risks discussed below to which we are subject and, given the unpredictable, unprecedented and fluid nature of the pandemic, it may materially and adversely affect us in ways that are not anticipated by or known to us or that we do not currently consider to present significant risk. Therefore, at this time, we are unable to estimate the extent to which the pandemic and its related impacts will adversely affect our business, financial condition and results of operations.FACTORS

~~Risks~~You should carefully consider ~~Relating~~the tofollowing ~~Our~~risk ~~Business~~factors, together with all of the other information included in this Annual Report on Form 10-K, as these risks could have a material adverse effect on our business, results of operations and ~~Industry~~financial condition.

~~Outbreaks~~Additionally, the risks and ofuncertainties ~~communicable~~described ~~diseases,~~in ~~including~~this Annual Report on Form 10-K are not the only risks and uncertainties that we may face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Furthermore, the ongoing global pandemic related to COVID-19, ~~have~~may ~~had~~amplify anmany ~~adverse~~of ~~effect~~the onrisks ~~our~~discussed ~~business~~below to which we are subject and, ~~financial~~given the ~~condition~~unpredictable, unprecedented and ~~results~~fluid nature of ~~operations~~the pandemic, it may materially and ~~could~~adversely affect us in ~~the~~ways ~~future~~that ~~have,~~are ~~directly~~not anticipated by or ~~indirectly,~~known ato ~~material~~us ~~adverse~~or ~~effect~~that onwe ~~our~~do ~~business, financial~~not ~~condition~~currently ~~and~~consider ~~results~~to ofpresent ~~operations~~significant risk. ~~The~~Therefore, ~~duration~~at ~~and~~this time, we are unable to estimate the extent to which ~~this~~the pandemic and its related impacts will ~~impact~~adversely affect our ~~future~~business, financial condition and results of operations ~~remains uncertain~~.

~~Global or~~Risks ~~national~~Relating health concerns, including the outbreak of a pandemic or contagious disease, can negatively impact the global economy and, therefore, demand and pricing for our services. For example, the outbreak of the COVID-19 pandemic and the measures being taken to ~~address and~~Our ~~limit~~Business ~~the spread of the virus have adversely affected the U.S. economy~~ and financial markets, resulting in an economic downturn that has negatively impacted the demand for our services. In response to market conditions, during the second quarter of 2020, we reduced our workforce through various actions. The full impact of the COVID-19 outbreak continues to evolve.Industry

~~Furthermore, the~~Outbreaks ~~COVID-19~~of ~~pandemic~~communicable ~~also~~diseases, ~~raises~~ including the ~~possibility~~ongoing ~~of an extended~~ global ~~economic~~pandemic ~~downturn~~related ~~and~~to ~~has caused volatility in financial markets~~COVID-19, ~~which~~ ~~could~~have ~~affect~~had ~~demand~~an ~~for~~adverse ~~our~~effect ~~services~~on ~~and impact~~ our business, financial condition and results of operations and ~~even~~could ~~after~~in the ~~pandemic~~future ishave, ~~fully contained.~~directly ~~For~~or ~~example~~indirectly, if a ~~client’s~~material ~~financial~~adverse ~~difficulties~~effect ~~become~~on ~~severe, the client may be unwilling or unable to pay~~ our ~~invoices in the ordinary course of~~ business, ~~which~~financial ~~could~~condition ~~adversely~~and ~~affect~~results ~~collections~~ of ~~both~~operations. The ~~our~~duration ~~accounts receivable~~ and ~~unbilled~~extent ~~services. We continue~~ to ~~monitor~~which ~~the~~this will impact ~~of the COVID-19 pandemic on~~ our ~~cash~~future ~~flows~~financial condition and onresults ~~the~~of ~~credit~~operations ~~and~~remains ~~financial markets~~uncertain.

~~As a~~Global ~~safety~~or ~~focused~~national ~~organization~~health concerns, including ~~since~~ the outbreak of ~~COVID-19~~a ~~and~~pandemic ~~continuing~~or ~~throughout~~contagious disease, can negatively impact the ~~beginning~~global ofeconomy ~~2021~~and, wetherefore, ~~have~~demand ~~encouraged~~and ~~our~~pricing ~~employees~~for toour ~~work~~services. ~~from~~For ~~home~~example, ~~wherever~~the ~~possible~~outbreak ~~and~~of tothe ~~honor~~COVID-19 ~~all~~pandemic ~~shelter~~and inthe ~~place~~measures ~~rules~~being ~~put~~taken ~~forth~~to byaddress ~~their~~and ~~state~~limit orthe ~~local~~spread ~~governments.~~of Asthe avirus ~~result,~~have weadversely ~~may~~affected ~~have~~the ~~increased~~U.S. ~~cybersecurity~~economy and ~~data~~financial ~~security risks~~markets, ~~due~~resulting toin ~~increased~~an ~~use~~economic ofdownturn ~~home~~that ~~Wi-Fi~~has ~~networks~~negatively ~~and virtual private~~impacted ~~networks,~~the asdemand ~~well~~for asour ~~increased disbursement of physical machines~~services. ~~While~~In weresponse ~~continue~~ to ~~implement~~market ~~information~~conditions, ~~technology~~during ~~controls to reduce~~ the ~~risk~~second quarter of a2020, ~~cybersecurity~~we orreduced ~~data~~our ~~security~~workforce ~~breach,~~through ~~there~~various actions. isThe nofull ~~guarantee~~impact ~~that~~of ~~these~~the ~~measures~~COVID-19 ~~will~~outbreak becontinues ~~adequate~~ to ~~safeguard all systems with an increased number of employees working remotely~~evolve.

~~We are currently monitoring~~Furthermore, ~~and will continue to monitor,~~ the ~~safety of our employees during the~~ COVID-19 pandemic~~. We are evaluating,~~ ~~and~~also ~~will~~raises ~~continue to evaluate,~~ the ~~impact~~possibility of ~~COVID-19~~an onextended ~~current~~global ~~projects,~~economic ~~but~~downturn ~~the~~and ~~full~~has ~~effects~~caused ofvolatility ~~COVID-19~~in onfinancial ~~our~~markets, ~~operations~~which ~~are~~could ~~still~~affect ~~unknown.~~demand ~~The~~for ~~duration~~our services and ~~extent of the~~ impact ~~from~~our ~~the~~financial ~~COVID-19~~condition ~~pandemic continues to be evaluated by governments~~ and ~~experts~~results ~~and~~of ~~depends on~~operations ~~future~~even ~~developments~~after ~~that~~the ~~cannot~~pandemic beis ~~accurately~~fully ~~predicted~~contained. ~~at this time~~For example, ~~such~~if asa ~~the~~client’s ~~severity~~financial ~~and~~difficulties ~~transmission~~become ~~rate of the virus~~severe, the ~~extent~~ ~~and~~client ~~effectiveness~~may ofbe ~~containment~~unwilling ~~actions,~~or ~~the~~unable ~~long-term~~to ~~efficacy~~pay ofour ~~COVID-19~~invoices ~~vaccines,~~in the ~~emergence of new strains of the virus~~ordinary ~~and~~course ~~the impact~~ of ~~these~~business, ~~and~~which ~~other~~could ~~factors~~adversely onaffect ~~our~~collections ~~employees and clients. In the event~~ of aboth ~~reinstitution of shelter-in-place orders within the cities and municipalities where we operate,~~ our ~~future~~accounts ~~results~~receivable ~~could be further negatively impacted~~ and ~~could~~unbilled ~~result in the re-designation of infrastructure spending to other uses~~services. ~~Disruptions~~We tocontinue ~~capital markets due~~ to monitor the ~~uncertainty~~impact ~~surrounding~~of the ~~length and severity of the~~ COVID-19 pandemic ~~could~~on ~~also~~our ~~delay~~cash ~~the~~flows ~~timing~~and ofon ~~our~~the ~~customers’~~credit ~~capital~~and ~~projects~~financial markets.

13As a safety focused organization, since the outbreak of COVID-19 and continuing throughout 2022, we have encouraged our employees to work from home wherever possible and to honor all shelter in place rules put forth by their state or local governments. As a result, we may have increased cybersecurity and data security risks, due to increased use of home Wi-Fi networks and virtual private networks, as well as increased disbursement of physical machines. While we continue to implement information technology controls to reduce the risk of a cybersecurity or data security breach, there is no guarantee that these measures will be adequate to safeguard all systems with an increased number of employees working remotely.

~~Our~~We are currently monitoring, ~~business~~and ~~strategy~~will ~~relies~~continue into ~~part~~monitor, the safety of our employees during the COVID-19 pandemic. We are evaluating, and will continue to evaluate, the impact of COVID-19 on ~~acquisitions~~current projects, but the full effects of COVID-19 on our operations are still unknown. The duration and extent of the impact from the COVID-19 pandemic continues to ~~sustain~~be evaluated by governments and experts and depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, the long-term efficacy of COVID-19 vaccines, the emergence of new strains of the virus and the impact of these and other factors on our ~~growth~~employees and clients. ~~Acquisitions~~In the event of a reinstitution of shelter-in-place orders within the cities and municipalities where we operate, our future results could be further negatively impacted and could result in the re-designation of infrastructure spending to other ~~companies~~uses. ~~present~~Disruptions ~~certain~~to ~~risks~~capital markets due to the uncertainty surrounding the length and ~~uncertainties~~severity of the COVID-19 pandemic could also delay the timing of our customers’ capital projects.

Our business strategy involves growth through, among other things, the acquisition of other companies. We may finance these acquisitions or other strategic investments with cash, the issuance of equity or equity-linked securities or a combination of the foregoing, and therefore any such acquisition or strategic investment could be dilutive to our existing stockholders. We try to acquire companies that we believe will strategically fit into our business and growth objectives, including, for example, our acquisition of ATC Group Services LLC in January 2019, LONG in February 2020, Alta Vista in September 2020, WesTest in December 2020, AEL in April 2021 and O’Neill in July 2021. We are continuously evaluating multiple acquisition or strategic investment opportunities, some of which may be material to our results of operations and financial condition. If we are unable to successfully integrate and develop acquired businesses, we could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could have a material adverse effect on our financial results.13

~~We may~~Our ~~not~~business bestrategy ~~able~~relies toin ~~identify~~part ~~suitable~~on ~~acquisition or strategic investment opportunities or may be unable to obtain the required consent of our lenders and, therefore, may not be able to complete such~~ acquisitions ~~or strategic investments. We may incur expenses associated~~ ~~with sourcing, evaluating and negotiating acquisitions (including those that we do not complete), and we may also pay fees and expenses associated with financing acquisitions~~ to ~~investment~~sustain ~~banks~~our ~~and other advisors~~growth. ~~Any~~Acquisitions of ~~these~~other ~~amounts~~companies ~~may~~present becertain ~~substantial,~~risks and ~~together with the size, timing and number of acquisitions we pursue, may negatively affect and cause significant volatility in our financial results~~uncertainties.

InOur business strategy involves ~~addition~~growth through, weamong ~~have~~other ~~assumed~~things, ~~and~~the acquisition of other companies. We may infinance ~~the~~these ~~future~~acquisitions ~~assume~~or other strategic investments with cash, ~~liabilities~~the issuance of equity or equity-linked securities or a combination of the ~~company~~foregoing, weand ~~are~~therefore ~~acquiring~~any such acquisition or strategic investment could be dilutive to our existing stockholders. ~~While~~We try to acquire companies that we ~~retain~~believe ~~third-party~~will ~~advisors~~strategically fit tointo ~~assist~~our ~~with~~business ~~due~~and ~~diligence~~growth ~~and~~objectives, ~~consult~~including, onfor ~~potential~~example, ~~liabilities~~our ~~related~~acquisition toof ~~these~~ATC ~~acquisitions~~Group Services LLC in January 2019, ~~there~~LONG ~~can~~in beFebruary 2020, noAlta ~~assurances~~Vista ~~that~~in ~~all~~September 2020, WesTest in December 2020, AEL in April 2021, O’Neill in July 2021, and TranSmart and 1 Alliance ~~potential~~in ~~liabilities~~March ~~will~~2022. beWe ~~identified~~are continuously evaluating multiple acquisition or ~~known~~strategic investment opportunities, some of which may be material to usour results of operations and financial condition. If ~~there~~we are ~~unknown~~unable ~~liabilities~~to orsuccessfully ~~other~~integrate ~~unforeseen~~and ~~obligations~~develop acquired businesses, ~~our~~we could ~~business~~fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could behave ~~materially~~a ~~adversely~~material ~~affected~~adverse effect on our financial results.

We may not be able to identify ~~cannot~~suitable ~~assure~~acquisition ~~you~~or strategic investment opportunities or may be unable to obtain the required consent of our lenders and, therefore, may not be able to complete such acquisitions or strategic investments. We may incur expenses associated with sourcing, evaluating and negotiating acquisitions (including those that we ~~will~~do ~~achieve~~not ~~synergies~~complete), and ~~cost~~we ~~savings~~may inalso ~~connection~~pay fees and expenses associated with ~~prior~~financing oracquisitions to ~~future~~investment banks and other advisors. Any of these amounts may be substantial, and together with the size, timing and number of acquisitions we pursue, may negatively affect and cause significant volatility in our financial results.

~~We actively~~In ~~pursue~~addition, ~~acquisition~~we ~~opportunities~~have ~~consistent~~assumed, and ~~with our growth strategy. We~~ may ~~not achieve anticipated cost savings~~ in ~~connection with~~the ~~prior or~~ future ~~acquisitions~~assume, ~~within~~liabilities of the ~~anticipated~~company ~~time~~we ~~frames~~are ~~or at all~~acquiring. AWhile ~~variety~~we ofretain ~~risks~~third-party ~~could~~advisors ~~cause us not~~ to ~~realize~~assist ~~some or~~with ~~all~~due ~~of these expected benefits. These risks include, among others, higher than expected standalone overhead expenses, delays in the~~diligence ~~anticipated~~and ~~timing~~consult ofon ~~activities~~potential liabilities related to ~~cost~~these ~~saving initiatives and the incurrence of other unexpected costs associated with operating the acquired business. Moreover~~acquisitions, ~~our~~there ~~implementation~~can ofbe ~~cost~~no ~~savings~~assurances ~~initiatives~~that ~~may~~all ~~disrupt~~potential ~~our~~liabilities ~~operations~~will ~~and performance, and our estimated~~be ~~cost~~identified ~~savings~~or ~~from~~known ~~such initiatives may be based on assumptions that prove~~ to ~~be inaccurate~~us. If, ~~for~~there ~~any reason, the benefits we realize~~ are ~~less~~unknown ~~than~~liabilities ~~our estimates~~ or ~~our~~other ~~improvement~~unforeseen ~~initiatives adversely affect our operations or cost more or take longer to implement than we project~~obligations, ~~or if~~ our ~~assumptions~~business ~~prove~~could ~~inaccurate, our results of operations may~~ be materially ~~and~~ adversely affected.

~~In addition,~~We ~~our~~cannot ~~operating~~assure ~~results~~you ~~from~~that ~~these~~we ~~acquisitions~~will ~~could,~~achieve insynergies and ~~the~~cost ~~future,~~savings ~~result~~ in ~~impairment~~connection ~~charges~~with ~~for~~prior ~~any of our intangible assets, including goodwill,~~ or ~~other~~future ~~long-lived assets, particularly if economic conditions worsen unexpectedly~~acquisitions. ~~These changes could materially adversely affect our results of operations, financial condition, stockholders’ equity, and cash flows.~~

IfWe actively pursue acquisition opportunities consistent with our growth strategy. We may not achieve anticipated cost savings in connection with prior or future acquisitions within the anticipated time frames or at all. A variety of risks could cause us not to realize some or all of these expected benefits. These risks include, among others, higher than expected standalone overhead expenses, delays in the anticipated timing of activities related to cost saving initiatives and the incurrence of other unexpected costs associated with operating the acquired business. Moreover, our implementation of cost savings initiatives may disrupt our operations and performance, and our estimated cost savings from such initiatives may be based on assumptions that prove to be inaccurate. If, for any reason, the benefits we realize are ~~unable~~less than our estimates or our improvement initiatives adversely affect our operations or cost more or take longer to ~~integrate~~implement ~~acquired~~than ~~businesses~~we ~~successfully~~project, or if our ~~business~~assumptions prove ~~could~~inaccurate, our results of operations may be ~~harmed~~materially and adversely affected.

~~As part~~In ofaddition, our ~~business~~operating ~~strategy~~results from tothese ~~pursue accretive~~ acquisitions, ~~we intend to selectively pursue targets that provide complementary~~could, ~~low-risk services~~in ~~and~~the ~~expand our national platform. Our inability to successfully integrate~~ future, ~~acquisitions~~result ~~could~~in ~~impede~~impairment uscharges ~~from~~for ~~realizing all~~any of ~~the benefits of those acquisitions and could weaken~~ our ~~business~~intangible ~~operations.~~assets, ~~The~~including ~~integration~~goodwill, ~~process~~or ~~of any particular acquisition~~other ~~may~~long-lived ~~disrupt our business and~~assets, particularly if ~~implemented~~economic ~~ineffectively,~~conditions ~~may~~worsen ~~preclude~~unexpectedly. ~~realization~~These ofchanges ~~the~~could ~~full~~materially ~~benefits~~adversely ~~expected~~affect ~~by us and could harm~~ our results of operations., Infinancial ~~addition~~condition, ~~the~~stockholders’ ~~overall integration process may result in unanticipated problems~~equity, ~~expenses, liabilities~~ and ~~competitive~~ ~~responses~~cash ~~and may cause our stock price to decline~~flows.

14If we are unable to integrate acquired businesses successfully, our business could be harmed.

~~The~~As part of our business strategy ~~difficulties~~to pursue accretive acquisitions, we intend to selectively pursue targets that provide complementary, low-risk services and expand our national platform. Our inability to successfully integrate future acquisitions could impede us from realizing all of ~~integrating~~the benefits of those acquisitions ~~include~~and could weaken our business operations. The integration process of any particular acquisition may disrupt our business and, ~~among~~if ~~other~~implemented ~~things:~~ineffectively, may preclude realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration process may result in unanticipated problems, expenses, liabilities and competitive responses and may cause our stock price to decline.

~~● unanticipated issues in integration of information, communications and other systems;~~14

●The ~~unanticipated~~difficulties ~~incompatibility~~ of ~~logistics~~integrating acquisitions include, ~~marketing~~among ~~and~~other ~~administration methods;~~things:

● ~~maintaining~~unanticipated ~~employee~~issues ~~morale~~in ~~and~~integration ~~retaining~~of ~~key~~information, ~~employees~~communications and other systems;

● ~~integrating~~unanticipated ~~the~~incompatibility ~~business~~of ~~cultures~~logistics, ofmarketing ~~both~~and ~~companies~~administration methods;

● ~~preserving~~maintaining ~~important~~employee ~~strategic~~morale ~~client~~and ~~relationships~~retaining key employees;

● ~~consolidating~~integrating ~~corporate~~the ~~and~~business ~~administrative~~cultures ~~infrastructures~~of ~~and~~both ~~eliminating duplicative operations~~companies; ~~and~~

● ~~coordinating~~preserving ~~geographically~~important ~~separate~~strategic ~~organizations.~~client relationships;

~~In addition,~~● ~~even~~consolidating ifcorporate ~~the~~and ~~operations~~administrative ofinfrastructures anand ~~acquisition~~eliminating ~~are~~duplicative ~~integrated~~operations; successfully, we may not realize the full benefits of such acquisition, including the synergies, cost savings or growth opportunities that we expect. These expected benefits may not be achieved within the anticipated time frame or at all.and

~~Further, we~~● ~~have~~coordinating ~~assumed,~~geographically ~~and~~separate ~~may in the future assume, liabilities of the company we are acquiring~~organizations. While we retain third-party advisors to assist with due diligence and consult on potential liabilities related to these acquisitions, there can be no assurances that all potential liabilities will be identified or known to us. If there are unknown liabilities or other unforeseen obligations, our business could be materially adversely affected. Acquisitions may also cause us to:

●In ~~require~~addition, ~~our~~even ~~management~~if tothe ~~expend~~operations of ~~significant~~an ~~time~~acquisition are integrated successfully, ~~effort~~we ~~and~~may ~~resources;~~not realize the full benefits of such acquisition, including the synergies, cost savings or growth opportunities that we expect. These expected benefits may not be achieved within the anticipated time frame or at all.

●Further, ~~issue~~we ~~securities~~have assumed, and may in the future assume, liabilities of the company we are acquiring. While we retain third-party advisors to assist with due diligence and consult on potential liabilities related to these acquisitions, there can be no assurances that ~~would~~all ~~dilute~~potential liabilities will be identified or known to us. If there are unknown liabilities or other unforeseen obligations, our ~~current~~business ~~stockholders;~~could be materially adversely affected. Acquisitions may also cause us to:

● ~~use~~require aour ~~substantial~~management ~~portion~~to ofexpend ~~our~~significant ~~cash~~time, effort and resources;

● ~~increase~~issue ~~our~~securities ~~interest~~that ~~expense,~~would ~~leverage~~dilute ~~and~~our ~~debt~~current ~~service requirements if we incur additional debt to fund an acquisition~~stockholders;

● ~~assume~~use ~~liabilities,~~a ~~including~~substantial ~~environmental~~portion ~~liabilities, for which we do not have indemnification from the former owners or have indemnification that may be subject to dispute or concerns regarding the creditworthiness~~ of ~~the~~our ~~former~~cash ~~owners~~resources;

● ~~record~~increase ~~goodwill~~our ~~and~~interest ~~non-amortizable~~expense, ~~intangible~~leverage ~~assets~~and ~~that~~debt ~~are~~service ~~subject~~requirements toif ~~impairment~~we ~~testing~~incur onadditional adebt ~~regular~~to ~~basis~~fund ~~and~~an ~~potential impairment charges~~acquisition;

● ~~experience~~assume ~~volatility~~liabilities, inincluding ~~earnings~~environmental ~~due~~liabilities, tofor ~~changes~~which inwe ~~contingent~~do ~~consideration~~not ~~related~~have indemnification from the former owners or have indemnification that may be subject to ~~acquisition~~dispute ~~liability~~or ~~estimates~~concerns regarding the creditworthiness of the former owners;

● ~~incur~~record ~~amortization~~goodwill ~~expenses~~and ~~related~~non-amortizable intangible assets that are subject to ~~certain~~impairment ~~intangible~~testing ~~assets~~on a regular basis and potential impairment charges;

● ~~lose~~experience ~~existing~~volatility orin ~~potential~~earnings ~~contracts~~due asto achanges ~~result~~in ofcontingent ~~conflict~~consideration ofrelated ~~interest~~to ~~issues~~acquisition liability estimates;

● incur ~~large~~amortization ~~and~~expenses ~~immediate~~related ~~write-offs;~~to orcertain intangible assets;

● ~~become~~lose ~~subject~~existing toor ~~litigation.~~potential contracts as a result of conflict of interest issues;

15● incur large and immediate write-offs; or

~~Our continued~~● ~~success~~become issubject ~~dependent upon our ability~~ to ~~hire, retain and utilize qualified personnel~~litigation.

The success of our business and our ability to operate profitably is dependent upon our ability to hire, retain and utilize qualified personnel, including engineers, architects, designers, craft personnel and corporate management professionals who have the required experience and expertise at a reasonable cost. The market for these and other personnel is competitive. From time to time, it may be difficult to attract and retain qualified individuals with the expertise, and in the timeframe, demanded by our clients, or to replace such personnel when needed in a timely manner. In certain geographic areas, for example, we may not be able to satisfy the demand for our services because of our inability to successfully hire and retain a sufficient amount of qualified personnel. Furthermore, some of our personnel hold government-granted clearance that may be required to obtain government projects. If we were to lose some or all of these personnel, they would be difficult to replace. Loss of the services of, or failure to recruit, qualified technical and management personnel could limit our ability to successfully complete existing projects and compete for new projects.15

~~In addition,~~Our ifcontinued ~~any~~success ofis ~~our~~dependent ~~key~~upon ~~personnel retire or otherwise leave the Company, we must have appropriate succession plans in place and successfully~~our ~~implement~~ability ~~such~~to ~~plans~~hire, ~~which~~retain ~~requires devoting time~~ and ~~resources~~utilize ~~toward identifying and integrating new personnel into leadership roles and other key positions. Our inability to attract and retain~~ qualified personnel ~~or effectively implement appropriate succession plans could have a material adverse impact on our business, financial condition and results of operations~~.

The ~~cost~~ success of ~~providing~~our business and our ~~services~~ability to operate profitably is dependent upon our ability to hire, retain and utilize qualified personnel, including engineers, architects, designers, craft personnel and corporate management professionals who have the ~~extent~~required experience and expertise at a reasonable cost. The market for these and other personnel is competitive. From time to ~~which~~time, weit ~~utilize~~may ~~our~~be ~~workforce~~difficult to attract and retain qualified individuals with the expertise, ~~affects~~and in the timeframe, demanded by our ~~profitability~~clients, or to replace such personnel when needed in a timely manner. In ~~For~~certain geographic areas, for example, ~~the~~we ~~uncertainty of~~may ~~contract~~not ~~award~~be ~~timing~~able ~~can~~to ~~present~~satisfy ~~difficulties~~the indemand ~~matching~~for our ~~workforce~~services ~~size~~because ~~with~~of our ~~contracts~~inability to successfully hire and retain a sufficient amount of qualified personnel. IfFurthermore, ansome ~~expected~~of ~~contract~~our ~~award~~personnel ishold government-granted clearance that ~~delayed~~may orbe ~~not~~required ~~received,~~to obtain government projects. If we ~~could~~were ~~incur~~to ~~costs~~lose ~~resulting~~some ~~from~~or ~~excess~~all ~~staff~~of these personnel, ~~reductions~~they inwould ~~staff~~be difficult to replace. Loss of the services of, or ~~redundancy~~failure ofto ~~facilities~~recruit, ~~that~~qualified ~~could have~~technical aand ~~material~~management ~~adverse~~personnel ~~impact~~could onlimit our ~~business,~~ability ~~financial~~to ~~condition~~successfully complete existing projects and ~~results~~compete offor ~~operations~~new projects.

~~Our~~In addition, if any of our key ~~profitability~~personnel ~~could~~retire ~~suffer~~or ifotherwise leave the Company, we ~~are~~must ~~not~~have ~~able~~appropriate succession plans in place and successfully implement such plans, which requires devoting time and resources toward identifying and integrating new personnel into leadership roles and other key positions. Our inability to ~~maintain~~attract ~~adequate~~and ~~utilization~~retain ofqualified personnel or effectively implement appropriate succession plans could have a material adverse impact on our ~~workforce~~business, financial condition and results of operations.

The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. ~~The~~For ~~rate~~example, atthe ~~which~~uncertainty of contract award timing wecan ~~utilize~~present difficulties in matching our workforce size with our contracts. If an expected contract award is ~~affected~~delayed byor ~~several~~not ~~factors~~received, we ~~including:~~could incur costs resulting from excess staff, reductions in staff, or redundancy of facilities that could have a material adverse impact on our business, financial condition and results of operations.

●Our ~~our~~profitability ~~ability~~could tosuffer ~~transition~~if ~~employees~~we ~~from~~are ~~completed~~not able ~~projects~~ to ~~new~~maintain ~~assignments~~adequate ~~and~~utilization toof ~~hire~~our ~~and assimilate new employees;~~workforce.

●The cost of providing our ~~ability~~services, including the extent to ~~forecast~~which ~~demand~~we ~~for~~utilize our ~~services~~workforce, ~~and~~affects ~~thereby~~our ~~maintain~~profitability. anThe ~~appropriate~~rate ~~headcount~~at inwhich ~~each~~we ofutilize our ~~geographic~~workforce ~~areas~~is ~~and~~affected by ~~workforces;~~several factors, including:

● our ability to ~~manage~~transition ~~attrition~~employees from completed projects to new assignments and to hire and assimilate new employees;

● our ~~need~~ability to ~~devote~~forecast ~~time~~demand for our services and ~~resources~~thereby tomaintain ~~training,~~an ~~business~~appropriate ~~development,~~headcount ~~professional~~in ~~development~~each ~~and~~of ~~other~~our ~~non-chargeable~~geographic ~~activities~~areas and workforces;

● our ability to ~~match~~manage ~~the skill sets of our employees to the needs of the marketplace~~attrition;

● ~~potential~~our ~~disengagement~~need ofto ~~employees~~devote iftime weand ~~overutilize~~resources ~~our~~to ~~workforce~~training, ~~which~~business ~~would~~development, ~~increase~~professional ~~employee~~development ~~attrition;~~ and other non-chargeable activities;

● ~~conversely,~~our ifability weto ~~underutilize~~match ~~our~~the ~~workforce,~~skill sets of our ~~profit~~employees ~~margin~~to ~~and~~the ~~profitability~~needs ~~could~~of ~~suffer.~~the marketplace;

~~If we~~● ~~are~~potential ~~not~~disengagement ~~able~~of toemployees ~~successfully~~if ~~manage~~we overutilize our ~~growth strategy~~workforce, ~~our~~which ~~business operations~~would ~~and~~increase ~~financial results may~~employee beattrition; ~~adversely affected.~~and

~~Our expected~~● ~~future growth presents numerous managerial~~conversely, ~~administrative~~if ~~and~~we ~~operational~~underutilize ~~challenges. Our ability to manage the growth of~~ our ~~operations~~ ~~will require us to continue to improve our management information systems and our other internal systems and controls. In addition~~workforce, our ~~growth~~profit ~~will~~margin ~~increase our need to attract, develop, motivate,~~ and ~~retain~~profitability ~~both our management and professional employees. The inability of our management to effectively manage our growth or the inability of our employees to achieve anticipated performance~~ could ~~have a material adverse effect on our business~~suffer.

16If we are not able to successfully manage our growth strategy, our business operations and financial results may be adversely affected.

~~Construction~~Our expected future growth presents numerous managerial, administrative and ~~maintenance~~operational ~~sites~~challenges. ~~are~~Our ~~inherently~~ability ~~dangerous~~to ~~workplaces~~manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls. IfIn weaddition, ~~the~~our ~~owner~~growth will increase our need to attract, ordevelop, ~~others~~motivate, ~~working~~and atretain aboth ~~project~~our ~~site~~management ~~fail~~and toprofessional ~~maintain~~employees. aThe ~~safe~~inability of our management to ~~work~~effectively ~~site,~~manage weour ~~can~~growth beor ~~exposed~~the toinability ~~significant~~of ~~financial~~our ~~losses~~employees ~~and~~to ~~reputational~~achieve ~~harm,~~anticipated asperformance ~~well~~could ashave ~~civil~~a ~~and~~material ~~criminal~~adverse ~~liabilities~~effect on our business.

Construction and maintenance sites often put our employees and others in proximity to large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes and highly regulated materials in a challenging environment. If we fail to implement safety procedures, or if the procedures we implement are ineffective, or if others working at the site fail to implement and follow appropriate safety procedures, our employees and others may become injured, disabled or even lose their lives, the completion or commencement of our projects may be delayed and we may be exposed to litigation, investigations, fines, penalties or claims for damages. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our clients and raise our operating and insurance costs. Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on our business, financial condition and results of operations.16

~~In addition,~~Construction ~~our projects can involve the handling of hazardous~~ and ~~other~~maintenance ~~highly~~sites ~~regulated~~are ~~materials, which, if improperly handled or disposed~~inherently ~~of,~~dangerous ~~could subject us to civil and/or criminal liabilities~~workplaces. WeIf ~~are also subject to regulations dealing with occupational health and safety. Although~~ we ~~maintain functional groups whose primary purpose is to ensure we implement effective HSE work procedures throughout our organization~~, ~~including~~ ~~construction~~the ~~sites and maintenance sites~~owner, ~~the~~or ~~failure~~others toworking ~~comply~~at ~~with~~a ~~such~~project ~~regulations~~site ~~could~~fail ~~subject us~~ to ~~liability.~~maintain Ina ~~addition, despite~~safe ~~the~~ work ~~of our functional groups~~site, we ~~cannot~~can ~~guarantee~~be ~~the~~exposed ~~safety~~to ofsignificant financial ~~our~~losses ~~personnel~~and orreputational ~~that~~harm, ~~there~~as ~~will~~well beas nocivil ~~damage~~and tocriminal ~~or loss of our work, equipment or supplies~~liabilities.

~~Our safety~~Construction ~~record~~and ismaintenance sites ~~critical~~often toput our ~~reputation.~~employees ~~Many~~and others in proximity to large pieces of ~~our~~mechanized ~~clients~~equipment, ~~require~~moving ~~that~~vehicles, wechemical ~~meet~~and ~~certain~~manufacturing processes ~~safety~~and ~~criteria~~highly toregulated bematerials ~~eligible~~in a challenging environment. If we fail to ~~bid~~implement ~~for~~safety procedures, or if the procedures ~~contracts~~we implement are ineffective, or if others working at the site fail to implement and ~~many~~follow ~~contracts~~appropriate ~~provide~~safety ~~for~~procedures, ~~automatic~~our ~~termination~~employees and others may become injured, disabled or ~~forfeiture~~even oflose ~~some~~their lives, the completion or ~~all~~commencement of our ~~contract~~projects ~~fees~~may orbe ~~profits~~delayed inand ~~the event~~we ~~that~~may webe ~~fail~~exposed to ~~meet~~litigation, ~~certain~~investigations, ~~measures~~fines, penalties or claims for damages. ~~Accordingly~~Unsafe work sites also have the potential to increase employee turnover, ifincrease wethe ~~fail~~cost of a project to ~~maintain~~our ~~adequate~~clients ~~safety~~and ~~standards,~~raise weour ~~could~~operating ~~suffer~~and ~~reduced~~insurance ~~profitability or~~costs. Any of the ~~loss~~foregoing ofcould result ~~projects~~in financial losses or ~~clients~~reputational harm, which could have a material adverse impact on our business, financial condition and results of operations.

~~Demand~~In addition, our projects can ~~from~~involve ~~clients~~the ishandling ~~cyclical~~of hazardous and ~~vulnerable~~other highly regulated materials, which, if improperly handled or disposed of, could subject us to ~~economic~~civil ~~downturns~~and/or criminal liabilities. IfWe are also subject to regulations dealing with occupational health and safety. Although we maintain functional groups whose primary purpose is to ensure we implement effective HSE work procedures throughout our organization, including construction sites and maintenance sites, the ~~economy~~failure ~~weakens~~to orcomply ~~client~~with ~~spending~~such ~~declines~~regulations could subject us to liability. In addition, despite the work of our ~~financial~~functional ~~results may~~groups, we cannot guarantee the safety of our personnel or that there will be ~~impacted~~no damage to or loss of our work, equipment or supplies.

~~Demand~~Our safety record is critical ~~for~~to ~~services~~our ~~from~~reputation. Many of our clients isrequire ~~cyclical~~that ~~and~~we ~~vulnerable~~meet tocertain ~~economic~~safety ~~downturns,~~criteria ~~which~~to ~~may~~be ~~result~~eligible into ~~clients~~bid ~~delaying~~for contracts, ~~curtailing~~and ormany ~~canceling~~contracts ~~proposed~~provide ~~and~~for ~~existing~~automatic ~~projects.~~termination ~~Our~~or ~~business~~forfeiture ~~traditionally~~of ~~lags~~some ~~the~~or ~~overall~~all ~~recovery~~of our contract fees or profits in the ~~economy~~event that we fail to meet certain measures. IfAccordingly, ~~the~~if ~~economy~~we ~~weakens~~fail to maintain adequate safety standards, we could suffer reduced profitability or ~~client~~the loss of projects ~~spending~~or ~~declines~~clients, ~~then~~which ~~our~~could ~~revenue,~~have ~~profits~~a ~~and~~material ~~overall~~adverse impact on our business, financial condition ~~may~~and ~~deteriorate~~results of operations.

~~In addition,~~Demand iffrom ~~there~~clients is ancyclical ~~economic downturn, our existing~~ and ~~potential clients may either postpone entering into new contracts or request~~vulnerable ~~price~~to ~~concessions. Difficult financing and~~ economic conditions may cause some of our clients to demand better pricing terms or delay payments for services we perform, thereby increasing the average number of days our receivables are outstanding and the potential of increased credit losses on uncollectible invoicesdownturns. ~~Further,~~If ~~these conditions may result in~~ the ~~inability~~economy ofweakens ~~some~~or ofclient ~~our~~spending ~~clients to pay us for services that we have already performed. Accordingly~~declines, ~~these factors affect~~ our ~~ability~~financial toresults ~~forecast our future revenue and earnings from business areas that~~ may be ~~adversely~~ impacted ~~by market conditions~~.

~~Our~~Demand for services from our ~~results~~clients ofis ~~operations~~cyclical ~~depend~~and onvulnerable ~~the~~to ~~award~~economic ofdownturns, ~~new~~which ~~contracts~~may result in clients delaying, curtailing or canceling proposed and existing projects. Our business traditionally lags the ~~timing~~overall ofrecovery in the ~~performance~~economy. ofIf ~~these~~the ~~contracts~~economy weakens or client spending declines, then our revenue, profits and overall financial condition may deteriorate.

~~Our revenues~~In ~~are~~addition, ~~derived~~if ~~from~~there ~~new~~is ~~contract~~an economic ~~awards.~~downturn, ~~Delays~~our inexisting ~~the~~and ~~timing~~potential ofclients ~~awards~~may oreither ~~cancellations~~postpone ofentering ~~such~~into ~~prospects~~new ascontracts aor ~~result~~request ofprice ~~economic~~concessions. Difficult ~~conditions,~~financing ~~material~~ and ~~equipment~~economic ~~pricing~~conditions ~~and~~may ~~availability~~cause orsome ~~other~~of ~~factors could impact~~ our ~~long-term~~clients ~~projected~~to ~~results.~~demand Itbetter ispricing ~~particularly difficult~~terms toor ~~predict~~delay ~~whether~~payments orfor ~~when~~services we ~~will~~perform, thereby ~~receive~~increasing ~~large-scale~~the ~~projects~~average asnumber ~~these~~of ~~contracts~~days ~~frequently~~our ~~involve~~receivables aare ~~lengthy~~outstanding and ~~complex bidding~~the ~~and~~potential ~~selection~~of ~~process,~~increased ~~which~~credit islosses ~~affected~~on byuncollectible invoices. ~~several factors~~Further, ~~such~~these ~~as market~~ conditions ormay ~~governmental~~result ~~and~~in ~~environmental~~the ~~approvals. Since~~inability aof ~~significant~~some ~~portion~~ of our ~~revenues~~clients ~~is generated from such projects, our results of operations and cash flows can fluctuate significantly from quarter~~ to ~~quarter~~pay ~~depending~~us onfor ~~the~~services ~~timing~~that ofwe ~~our~~have ~~contract~~already ~~awards and the commencement or progress of work under awarded contracts~~performed. ~~Furthermore~~Accordingly, ~~many of~~ these ~~contracts~~factors ~~are~~affect ~~subject~~our ability to ~~financing~~forecast ~~contingencies~~our ~~and,~~future asrevenue aand ~~result,~~earnings wefrom ~~are~~business ~~subject~~areas ~~to the risk~~ that ~~the~~may ~~customer will not~~ be ~~able~~adversely toimpacted by ~~secure~~market ~~the necessary financing for the project~~conditions.

~~In addition,~~Our ~~certain~~results ~~contracts~~of ~~require~~operations usdepend toon ~~satisfy specific progress or performance milestones in order to receive payment from~~ the ~~customer.~~award Asof anew ~~result,~~contracts weand ~~may~~the ~~incur~~timing ~~significant~~of ~~costs~~the ~~for~~performance ~~engineering, materials, components, equipment, labor or subcontractors prior to receipt~~ of ~~payment~~these ~~from a customer~~contracts.

~~The uncertainty~~Our ofrevenues are derived from new contract ~~award~~awards. ~~timing~~Delays ~~can~~in ~~also~~the ~~present~~timing ~~difficulties~~of inawards ~~matching~~or ~~workforce~~cancellations ~~size~~of ~~with~~such ~~contract~~prospects ~~requirements.~~as Ina ~~some~~result ~~cases~~of economic conditions, material and weequipment ~~maintain~~pricing and ~~bear~~availability ~~the~~or ~~cost~~other offactors acould ~~ready~~impact ~~workforce~~our ~~that~~long-term projected results. It is ~~larger~~particularly ~~than~~difficult ~~necessary~~to ~~under~~predict whether ~~existing~~or when we will receive large-scale projects as these contracts infrequently ~~anticipation~~involve ofa ~~future~~lengthy ~~workforce~~and complex bidding and selection ~~needs~~process, ~~for~~which ~~expected~~is ~~contract~~affected ~~awards~~by several factors, such as market conditions or governmental and environmental approvals. IfSince ana ~~expected~~significant portion ~~contract~~of ~~award~~our revenues is ~~delayed~~generated orfrom ~~not~~such ~~received~~projects, weour ~~may~~results ~~incur~~of ~~additional~~operations ~~costs~~and ~~resulting~~ cash flows can fluctuate significantly from ~~reductions~~quarter to inquarter ~~staff~~depending on the timing of our contract awards and the commencement or ~~redundancy~~progress of ~~facilities~~work under awarded contracts. Furthermore, many ~~which~~of ~~could~~these ~~have~~contracts aare ~~material~~subject ~~adverse~~to ~~effect~~financing oncontingencies ~~our~~and, ~~business~~as a result, ~~financial~~we ~~condition~~are subject to the risk that the customer will not ~~and~~be ~~results~~able ofto ~~operations~~secure the necessary financing for the project.

17In addition, certain contracts require us to satisfy specific progress or performance milestones in order to receive payment from the customer. As a result, we may incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer.

The uncertainty of contract ~~contracts~~award timing can also present difficulties in ~~our~~matching ~~backlog~~workforce ~~may~~size bewith ~~adjusted,~~contract ~~cancelled~~requirements. orIn ~~suspended~~some bycases, ~~our~~we ~~clients~~maintain and, ~~therefore,~~bear the ~~our~~cost ~~backlog~~of a ready workforce that is ~~not~~larger ~~necessarily~~than ~~indicative of~~necessary ~~our~~under existing contracts in anticipation of future ~~revenues~~workforce orneeds ~~earnings.~~for ~~Additionally,~~expected contract ~~even~~awards. ifIf ~~fully~~an ~~performed,~~expected ~~our~~contract ~~backlog~~award is delayed or not areceived, ~~good~~we ~~indicator~~may incur additional costs resulting from reductions in staff or redundancy of ~~future~~facilities, ~~gross~~which ~~margins~~could have a material adverse effect on our business, financial condition and results of operations.

Backlog represents the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us. As of December 31, 2021, our backlog totaled approximately $808 million. There is no assurance that backlog will be realized as revenues in the amounts reported or, if realized, will result in profits. In accordance with industry practice, substantially all of our contracts are subject to cancellation, termination or suspension at the discretion of the client. In the event of a project cancellation, we would generally have no contractual right to the total revenue reflected in our backlog. Projects can remain in backlog for extended periods of time depending on the nature of the project and the timing of the services required by the project. The risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.17

The contracts in our backlog ~~are~~may ~~subject to changes in the scope of services to~~ be ~~provided~~adjusted, cancelled asor ~~well~~suspended asby ~~adjustments~~our toclients ~~the~~and, ~~costs~~therefore, ~~relating to~~our ~~the~~backlog ~~contracts.~~is ~~The~~not ~~revenue~~necessarily ~~for~~indicative ~~certain~~of ~~contracts~~our ~~included~~future inrevenues ~~backlog~~or ~~is based on estimates~~earnings. Additionally, even ~~the~~if ~~way~~fully weperformed, ~~perform on~~ our ~~individual~~ ~~contracts~~backlog ~~can~~is ~~greatly~~not ~~affect~~a ~~our~~good ~~gross~~indicator ~~margins~~of ~~and~~ future ~~profitability~~gross margins.

IfBacklog represents the total ~~our~~dollar ~~clients~~amount ~~delay~~of revenues we expect to record in ~~paying~~the orfuture ~~fail~~as a result of performing work under contracts that have been awarded to us. ~~pay~~As of December 30, 2022, our backlog totaled approximately $877 million. There is no assurance that backlog will be realized as revenues in the amounts ~~owed~~reported or, if realized, will result in profits. In accordance with industry practice, substantially all of our contracts are subject to uscancellation, termination or suspension at the discretion of the client. In the event of a project cancellation, we would generally have no contractual right to the total revenue reflected in our ~~business~~backlog. ~~operations~~Projects can remain in backlog for extended periods of time depending on the nature of the project and ~~financial~~the ~~results~~timing ~~may~~of bethe ~~adversely~~services ~~impacted~~required by the project. The risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

~~Our accounts~~The ~~receivable~~contracts ~~are~~in ~~a significant asset on~~ our ~~balance~~backlog are ~~sheet.~~subject ~~While we take steps~~ to ~~evaluate~~changes ~~and~~in ~~manage~~ the ~~credit~~scope ~~risks~~of ~~relating~~ services to ~~our~~be ~~clients,~~provided ~~economic~~as ~~downturns~~well oras ~~other~~adjustments ~~events~~to ~~can adversely affect~~ the ~~markets~~costs werelating ~~serve and our clients’ ability~~ to ~~pay,~~the ~~which could reduce our ability to collect amounts due from clients~~contracts. WeThe ~~may be unable to collect amounts due or damages we are awarded from~~revenue for certain ~~clients,~~contracts ~~and~~included ~~our~~in ~~efforts~~backlog tois ~~collect~~based ~~such~~on ~~amounts may damage our client relationships~~estimates. ~~The~~Additionally, ~~disruptions caused by~~ the ~~COVID-19 pandemic~~way ~~have heightened the risk that~~ we ~~may~~perform ~~not~~on ~~receive payment for services performed. If~~ our ~~clients~~individual ~~delay~~contracts incan ~~paying or fail to pay~~greatly usaffect ~~a significant amount of~~ our ~~outstanding~~gross ~~receivables,~~margins ~~it could have a material adverse effect on our liquidity, results of operations,~~ and ~~financial~~future ~~condition~~profitability.

~~Our services~~If ~~expose~~our usclients delay in paying or fail to ~~significant~~pay amounts ~~risks~~owed ofto ~~liability~~us, ~~and~~ our ~~insurance~~business ~~policies~~operations ~~may~~and ~~not~~financial ~~provide~~results ~~adequate~~may ~~coverage~~be adversely impacted.

~~If we~~Our ~~fail~~accounts toreceivable ~~provide our services in accordance with applicable professional standards or contractual requirements, we could be exposed~~are toa significant ~~monetary~~asset ~~damages~~on orour ~~even~~balance ~~criminal violations~~sheet. Our engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. While we dotake ~~not~~steps ~~generally~~to ~~accept~~evaluate ~~liability for consequential damages in our contracts,~~ and ~~although~~manage wethe ~~have~~credit ~~adopted~~risks arelating ~~range of insurance, risk management and risk avoidance programs designed~~ to ~~reduce~~our ~~potential liabilities~~clients, ~~a catastrophic event at one of our project sites~~economic downturns or ~~completed~~other ~~projects~~events ~~resulting~~can ~~from~~adversely affect the ~~services~~markets we ~~have~~serve ~~performed could result in significant professional or product liability,~~ and ~~warranty~~ orour ~~other~~clients’ ~~claims~~ability ~~against~~to ~~us as well as reputational harm~~pay, ~~especially~~which ~~if public safety is negatively impacted. These liabilities~~ could ~~exceed~~reduce our ~~insurance~~ability to ~~limits~~collect oramounts ~~the~~due ~~fees~~from weclients. ~~generate,~~We may ~~not~~ be ~~covered~~unable byto ~~insurance~~collect atamounts ~~all~~ due toor ~~various~~damages ~~exclusions~~we inare ~~our~~awarded ~~coverage and~~from ~~self-insured~~certain ~~retention amounts~~clients, and ~~could impact~~ our efforts ~~ability~~ to ~~obtain~~collect ~~insurance~~such inamounts ~~the~~may ~~future~~damage orour ~~increase~~client ~~the~~relationships. ~~cost~~The ofdisruptions ~~obtaining such~~caused ~~insurance.~~by ~~Further,~~the weCOVID-19 dopandemic ~~not~~ have ~~insurance against all foreseeable risks, either because insurance is not available or because~~heightened of the ~~high~~risk ~~premium~~that ~~cost.~~we ~~Even~~may ~~where~~not ~~coverage~~receive ~~applies,~~payment ~~the policies have deductibles, which result in our assumption of exposure~~ for ~~certain~~ ~~amounts~~services ~~with respect to any claim filed against us~~performed. InIf ~~addition,~~our clients ordelay ~~subcontractors~~in ~~who~~paying ~~have agreed to indemnify us against any such liabilities~~ or ~~losses~~fail ~~might refuse or be unable~~ to pay us. ~~An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to~~ a ~~high~~significant ~~deductible, if successful and~~ amount of aour ~~material~~outstanding ~~magnitude~~receivables, it could have a material adverse ~~impact~~ effect on our ~~business~~liquidity, ~~financial condition and~~ results of operations, and financial condition.

~~Unavailability or~~Our ~~cancellation~~services ofexpose ~~third-party~~us ~~insurance~~to ~~coverage~~significant ~~would~~risks of ~~increase~~liability, and our ~~overall~~insurance ~~risk~~policies ~~exposure~~may asnot ~~well~~provide asadequate ~~disrupt the management of our business operations~~coverage.

WeIf we fail to provide our services ~~maintain~~in ~~insurance~~accordance ~~coverage~~with ~~from~~applicable ~~third-party~~professional ~~insurers~~standards asor ~~part~~contractual requirements, we could be exposed to significant monetary damages or even criminal violations. Our engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. While we do not generally accept liability for consequential damages in our ~~overall~~contracts, and although we have adopted a range of insurance, risk management ~~strategy~~and risk avoidance programs designed to reduce potential liabilities, ~~and~~a ~~some~~catastrophic event at one of our ~~contracts~~project ~~require~~sites or completed projects resulting from the services we have performed could result in significant professional or product liability, and warranty or other claims against us as towell ~~maintain~~as ~~specific~~reputational ~~insurance~~harm, ~~coverage~~especially ~~limits~~if public safety is negatively impacted. IfThese ~~any~~liabilities ofcould exceed our ~~third-party~~insurance ~~insurers~~limits or ~~fail~~the fees we generate, ~~suddenly~~may ~~cancel~~not be covered by insurance at all due to various exclusions in our coverage orand ~~are~~self-insured ~~otherwise~~retention ~~unable~~amounts, and could impact our ability to ~~provide~~obtain usinsurance ~~with~~in ~~adequate~~the future or increase the cost of obtaining such insurance. ~~coverage~~Further, ~~our~~we do ~~overall~~not ~~risk~~have ~~exposure~~insurance ~~and~~against ~~operational~~all ~~expenses~~foreseeable ~~would~~risks, ~~increase~~either ~~and~~because insurance is not available or because of the ~~management~~high premium cost. Even ofwhere coverage applies, the policies have deductibles, which result in our ~~business~~assumption ~~operations~~of ~~would~~exposure befor ~~disrupted~~certain amounts with respect to any claim filed against us. In addition, ~~there~~clients ~~can~~or subcontractors who have agreed to indemnify us against any such liabilities or losses might refuse or be nounable ~~assurance~~to ~~that~~pay us. An uninsured claim, either in part or in whole, as well as any ofclaim ~~our~~covered ~~existing~~by insurance ~~coverage~~but ~~will~~subject beto ~~renewable~~a ~~upon~~high ~~the~~deductible, ~~expiration~~if successful and of ~~the~~a ~~coverage~~material ~~period~~magnitude, orcould ~~that~~have ~~future~~a ~~coverage~~material ~~will~~adverse beimpact ~~affordable~~on atour ~~the~~business, ~~required~~financial ~~limits~~condition and results of operations.

18Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.

~~Catastrophic~~We maintain insurance coverage ~~events~~from ~~may~~third-party ~~adversely~~insurers ~~impact~~as part of our overall risk management strategy, and some of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers fail, suddenly cancel coverage or are otherwise unable to provide us with adequate insurance coverage, our overall risk exposure and operational expenses would increase and the management of our business operations would be disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.

Our business operations may be adversely impacted by force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters as well as terrorist attacks. Such events could result in the closure of offices, interruption of projects and the relocation of employees. We typically remain obligated to perform our services after a terrorist attack or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations. If we are not able to react quickly to a force majeure event, our operations may be affected significantly, which would have a negative impact on our business operations.18

~~Further, we~~Catastrophic ~~rely~~events onmay ~~our~~adversely ~~network~~impact ~~and third-party infrastructure and enterprise applications, internal technology systems and~~ our ~~website for our~~ ~~development,~~business ~~marketing, operational, support, hosted services and sales activities~~operations. Despite our implementation of network security measures, we are vulnerable to disruption, infiltration or failure of these systems or third-party hosted services in the event of a major earthquake, fire, power loss, telecommunications failure, cyberattack, war, terrorist attack or other catastrophic event, and any such occurrence could cause system interruptions, reputational harm, loss of intellectual property, lengthy interruptions in our services, breaches of data security and loss of critical data and could harm our future operating results.

WeOur business operations may ~~engage~~be inadversely aimpacted ~~highly~~by ~~competitive~~force ~~business.~~majeure Ifor weextraordinary ~~are~~events ~~unable~~beyond tothe ~~compete~~control ~~effectively~~of the contracting parties, wesuch as natural and man-made disasters as well as terrorist attacks. Such events could ~~lose~~result ~~market~~in ~~share~~the closure of offices, interruption of projects and the relocation of employees. We typically remain obligated to perform our ~~business~~services ~~and~~after ~~results~~a terrorist attack or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations. If we are not able to react quickly to a force majeure event, our operations ~~could~~may be ~~negatively~~affected ~~impacted~~significantly, which would have a negative impact on our business operations.

WeFurther, we rely on our network ~~face~~and ~~intense~~third-party ~~competition~~infrastructure toand ~~provide~~enterprise ~~testing~~applications, ~~inspection~~internal technology systems and our website for our development, ~~engineering~~marketing, operational, ~~environmental~~support, ~~program~~hosted ~~management~~services and ~~consulting~~sales ~~services~~activities. Despite our implementation of network security measures, we are vulnerable to ~~clients.~~disruption, infiltration or failure of these systems or third-party hosted services in the event of a major earthquake, fire, power ~~The~~loss, ~~markets~~telecommunications wefailure, ~~serve~~cyberattack, ~~are~~war, ~~highly~~terrorist ~~competitive~~attack or other catastrophic event, and weany ~~compete~~such ~~against~~occurrence ~~many~~could ~~regional~~cause system interruptions, ~~national~~reputational harm, loss of intellectual property, lengthy interruptions in our services, breaches of data security and ~~multinational~~loss ~~companies~~of critical data and could harm our future operating results.

~~The extent of our competition varies by industry, geographic area and project type. Our projects are frequently awarded through a competitive bidding process, which is standard in our industry.~~ We ~~are~~engage constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of our services. Competition can place downward pressure on our contract prices and profit margins and may force us to accept contractual terms and conditions that are less favorable to us, thereby increasing the risk that, among other things, we may not realize profit margins at the same rates as we have seen in ~~the~~a ~~past~~highly orcompetitive ~~may become responsible for costs or other liabilities we have not accepted in the past~~business. If we are unable to compete effectively, we ~~may~~could ~~experience~~lose ~~a loss of~~ market share orand ~~reduced profitability or both, which, if significant, could have a material adverse impact on~~ our business, ~~financial condition~~ and results of operations could be negatively impacted.

~~The nature~~We offace ~~our~~intense ~~contracts,~~competition to ~~particularly~~provide ~~those~~testing, ~~that~~inspection, ~~are~~engineering, ~~fixed price~~environmental, ~~subject~~program usmanagement toand ~~risks~~consulting ofservices ~~cost~~to ~~overruns~~clients. WeThe ~~may~~markets ~~experience~~we ~~reduced profits~~serve ~~or,~~are inhighly ~~some~~competitive ~~cases,~~and ~~losses~~we ifcompete ~~costs~~against ~~increase~~many ~~above~~regional, ~~budgets~~national orand ~~estimates~~multinational ~~or if projects experience schedule delays~~companies.

~~As of~~The ~~December~~extent ~~31, 2021, approximately 10%~~ of our ~~revenues~~competition varies ~~were~~by ~~earned~~industry, ~~under~~geographic ~~fixed~~area ~~price~~and ~~contracts~~project type. ~~Fixed~~Our ~~price~~projects ~~contracts~~are ~~require~~frequently usawarded ~~to estimate~~through ~~the~~a ~~total~~competitive ~~cost~~bidding ofprocess, ~~the~~which is ~~project~~standard in ~~advance~~our ~~of performing it~~industry. ~~For~~We ~~fixed~~are ~~price~~constantly ~~contracts,~~competing wefor ~~may~~project ~~benefit~~awards ~~from~~based ~~any~~on ~~cost savings~~pricing, ~~but~~ weschedule ~~bear~~and ~~greater~~the ~~risk~~breadth ofand ~~paying~~technical sophistication ~~some, if not all,~~ of ~~any~~our ~~cost overruns~~services. ~~Fixed~~Competition ~~price~~can ~~contracts~~place ~~are~~downward ~~established~~pressure ~~in part~~ on ~~partial~~our ~~or incomplete~~contract ~~designs,~~prices ~~cost~~ and ~~scheduling~~profit ~~estimates~~margins ~~that~~and ~~are~~may ~~based~~force onus ~~several assumptions, including those about future economic conditions,~~to ~~commodity~~accept ~~and~~contractual ~~other~~terms ~~materials pricing~~ and ~~availability~~conditions ofthat ~~labor,~~are ~~equipment~~less ~~and~~favorable ~~materials, in addition~~ to ~~other~~us, ~~exigencies.~~thereby Ifincreasing the ~~design or~~risk ~~the estimates prove inaccurate or if circumstances change due to~~that, among other things, ~~unanticipated~~we ~~technical~~may ~~problems, difficulties~~not inrealize ~~obtaining~~profit ~~permits~~margins orat ~~approvals,~~the ~~changes~~same inrates ~~local~~as ~~laws~~we orhave ~~labor~~seen ~~conditions, weather or other delays beyond our control, changes~~ in the ~~costs~~past ~~of equipment~~ or ~~raw~~may ~~materials,~~become ~~our~~responsible ~~vendors’~~for orcosts ~~subcontractors’ inability~~ or ~~failure~~other toliabilities ~~perform~~we orhave not ~~changes~~accepted in ~~general economic~~the ~~conditions,~~past. ~~then~~If ~~cost overruns may occur and~~ we ~~could~~are ~~experience~~unable ~~reduced~~to ~~profits~~compete oreffectively, inwe ~~some~~may ~~cases,~~experience a loss ~~for~~of ~~that~~market ~~project. These~~share ~~risks~~or ~~are~~reduced ~~exacerbated~~profitability or ~~for~~both, ~~projects with long-term durations because there is an increased risk that the circumstances on~~ which we, ~~based~~if ~~our original estimates will change in a manner that increases costs. If the project is~~ significant, ~~or there are one or more issues that impact multiple projects, cost overruns~~ could have a material adverse impact on our business, financial condition and results of operations.

19The nature of our contracts, particularly those that are fixed price, subject us to risks of cost overruns. We may experience reduced profits or, in some cases, losses if costs increase above budgets or estimates or if projects experience schedule delays.

~~We derive~~As aof ~~large~~December ~~portion~~30, 2022, approximately 10% of our ~~gross~~ revenues were earned under fixed price contracts. Fixed price contracts require us to estimate the total cost of the project in advance of performing it. For fixed price contracts, we may benefit from ~~government~~any ~~agencies~~cost savings, ~~and~~but we bear greater risk of paying some, if not all, of any ~~disruption~~cost overruns. Fixed price contracts are established in ~~government~~part ~~funding~~on partial or incomplete designs, cost and scheduling estimates that are based on several assumptions, including those about future economic conditions, commodity and other materials pricing and availability of labor, equipment and materials, in addition to other exigencies. If the design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our ~~relationship~~control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform or changes in general economic conditions, then cost overruns may occur and we could experience reduced profits or, in some cases, a loss for that project. These risks are exacerbated for projects with ~~those~~long-term ~~agencies~~durations because there is an increased risk that the circumstances on which we based our original estimates will change in a manner that increases costs. If the project is significant, or there are one or more issues that impact multiple projects, cost overruns could ~~adversely~~have ~~affect~~a material adverse impact on our business, financial condition and results of operations.

During fiscal 2021, approximately 50% of our gross revenues was derived from federal, state and local government related projects. The demand for our government-related services is generally driven by the level of government program funding. Each year, client funding for some of our U.S. government contracts may directly or indirectly rely on government appropriations or public-supported financing. Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. In addition, public-supported financing such as U.S. state and local municipal bonds may be only partially raised to support existing projects. Similarly, an economic downturn may make it more difficult for U.S. state and local governments to fund projects. In addition to the state of the economy and competing political priorities, public funds and the timing of payment of these funds may be influenced by:19

●We ~~changes~~derive ina ~~and~~large ~~delays~~portion orof ~~cancellations~~our ofgross revenues from government ~~programs~~agencies, ~~requirements,~~and any disruption in government funding or ~~appropriations;~~in our relationship with those agencies could adversely affect our business.

●During refiscal 2022, approximately 50% of our gross revenues was derived from federal, state and local government related projects. The demand for our government-~~competes~~related services is generally driven by the level of government program funding. Each year, client funding for some of our U.S. government contracts; may directly or indirectly rely on government appropriations or public-supported financing. Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. In addition, public-supported financing such as U.S. state and local municipal bonds may be only partially raised to support existing projects. Similarly, an economic downturn may make it more difficult for U.S. state and local governments to fund projects. In addition to the state of the economy and competing political priorities, public funds and the timing of payment of these funds may be influenced by:

● ~~curtailment~~changes in ~~the~~and ~~use~~delays or cancellations of government ~~contracting~~programs, ~~firms~~requirements, or appropriations;

● ~~increases~~re-competes inof ~~raw~~government ~~material costs~~contracts;

● ~~delays~~curtailment ~~associated~~in ~~with~~the ~~insufficient~~use ~~numbers~~ of government ~~staff~~contracting ~~to oversee contracts~~firms;

● ~~the~~increases ~~timing~~in ~~and~~raw ~~amount~~material ~~of tax revenue received by federal, state, and local governments, and the overall level of government expenditures~~costs;

● ~~competing~~delays ~~political~~associated ~~priorities and changes in the political climate~~ with ~~regard~~insufficient tonumbers ~~the funding or operation~~ of ~~the~~government ~~services~~staff weto ~~provide~~oversee contracts;

● the ~~adoption~~timing ofand ~~new~~amount ~~laws~~of ortax ~~regulations~~revenue ~~affecting~~received ~~our~~by ~~contracting relationships with the~~ federal, state, orand local governments, and the overall level of government expenditures;

● acompeting ~~dispute~~political priorities and changes in the political climate with, orregard ~~improper~~to ~~activity~~the ~~by,~~funding ~~any~~or operation of ~~our~~the ~~subcontractors;~~services ~~and~~we provide;

● ~~general~~the ~~economic~~adoption of new laws or ~~political~~regulations ~~conditions.~~affecting our contracting relationships with the federal, state, or local governments;

~~These and~~● ~~other~~a ~~factors~~dispute ~~could~~with, ~~cause government agencies to delay~~ or ~~cancel~~improper ~~programs,~~activity ~~to reduce their orders under existing contracts~~by, toany ~~exercise their rights to terminate contracts, or not to exercise contract options for renewals or extensions. Any~~ of ~~these actions could have a material adverse effect on~~ our ~~revenue~~subcontractors; ~~or timing of contract payments from these agencies.~~and

~~Governmental agencies~~● ~~may~~general ~~modify,~~economic ~~curtail~~ or ~~terminate~~political ~~our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue~~conditions.

~~Most government~~These ~~contracts~~and ~~may~~other befactors ~~modified,~~could cause ~~curtailed or terminated by the~~ government ~~either~~agencies atto ~~their~~delay ~~discretion~~ or ~~upon~~cancel ~~the default of the contractor. If the government terminates a contract at its discretion~~programs, ~~then~~to wereduce ~~typically~~their ~~can~~orders ~~recover~~under ~~only~~existing ~~costs incurred or committed~~contracts, ~~settlement~~ ~~expenses~~to ~~and~~exercise ~~profit~~their onrights ~~work completed prior~~ to ~~termination~~terminate contracts, ~~which~~or ~~could~~not ~~prevent~~to usexercise ~~from recognizing all our potential revenue and profits from that~~ contract. Inoptions ~~addition,~~ for ~~some~~renewals ~~assignments,~~or ~~the U~~extensions.S. ~~government~~Any ~~may~~of ~~attempt~~these toactions ~~“insource”~~could ~~the~~have ~~services to government employees rather than outsource to~~ a ~~contractor.~~material Ifadverse aeffect on ~~government terminates a contract due to~~ our ~~default,~~revenue weor ~~could~~timing ~~be liable~~of ~~for~~contract ~~excess~~payments ~~costs incurred by the government in obtaining services~~ from ~~another~~these ~~source~~agencies.

20Governmental agencies may modify, curtail or terminate our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue.

~~Our~~Most government contracts may ~~failure~~be tomodified, ~~comply~~curtailed ~~with~~or aterminated ~~variety~~by the government either at their discretion or upon the default of ~~complex~~the ~~procurement~~contractor. ~~rules~~If the government terminates a contract at its discretion, then we typically can recover only costs incurred or committed, settlement expenses and ~~regulations~~profit on work completed prior to termination, which could ~~damage~~prevent us from recognizing all our ~~reputation~~potential revenue and ~~result~~profits infrom ~~our~~that ~~being liable~~contract. In addition, for ~~penalties~~some assignments, ~~including~~the ~~termination~~U.S. ofgovernment ~~our~~may attempt to “insource” the services to government ~~contracts,~~employees ~~disqualification~~rather than ~~from~~outsource ~~bidding~~to ona ~~future~~contractor. If a government ~~contracts~~terminates ~~and~~a ~~suspension~~contract due to our default, we could be liable for excess costs incurred orby ~~debarment~~the government in obtaining services from ~~government~~another ~~contracting~~source.

We must comply with laws and regulations relating to government contracts, which affect how we do business with our customers and may impose added costs on our business. Some significant laws and regulations that affect us include:20

●Our ~~federal,~~failure ~~state,~~to ~~and~~comply ~~local~~with ~~laws~~a variety of complex procurement rules and regulations ~~(including~~could ~~the~~damage ~~Federal~~our ~~Acquisition~~reputation ~~Regulation~~and orresult ~~“FAR”)~~in ~~regarding~~our ~~the~~being ~~formation,~~liable ~~administration~~for penalties, ~~and~~including ~~performance~~termination of our government contracts;, disqualification from bidding on future government contracts and suspension or debarment from government contracting.

●We ~~the~~must ~~Civil~~comply ~~False~~with ~~Claims~~laws ~~Act,~~and regulations ~~which~~relating ~~provides~~to ~~for~~government ~~substantial~~contracts, ~~civil~~which ~~penalties~~affect ~~for~~how ~~violations,~~we ~~including~~do ~~for~~business ~~submission~~with ofour acustomers ~~false~~and ormay ~~fraudulent~~impose ~~claim~~added tocosts ~~the~~on Uour business.S. Some ~~government~~significant ~~for~~laws ~~payment~~and orregulations ~~approval;~~that ~~and~~affect us include:

● federal, state, and local laws and regulations ~~regarding procurement integrity~~ (including ~~gratuity,~~the ~~bribery~~Federal ~~and~~Acquisition ~~anti-corruption~~Regulation ~~requirements~~or as“FAR”) ~~well~~regarding asthe ~~limitations~~formation, onadministration, ~~political~~and ~~contributions~~performance ~~and~~of ~~lobbying.~~government contracts;

~~Government agencies~~● ~~routinely~~the ~~audit~~Civil ~~and~~False ~~review~~Claims ~~a contractor’s performance on government contracts~~Act, ~~indirect~~which ~~cost~~provides ~~rates~~for ~~and~~substantial ~~pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. Any failure to comply with applicable laws and regulations could result in~~ civil ~~or criminal~~ penalties orfor ~~administrative~~violations, ~~sanctions~~including ~~such~~for assubmission ~~contract termination, forfeiture~~ of ~~profits, damage~~a tofalse ~~our reputation, price~~ or ~~fee~~fraudulent ~~reductions~~claim orto ~~suspension or debarment from contracting with~~ the U.S. government, ~~each~~for ofpayment ~~which~~or ~~could materially~~approval; ~~adversely affect our business, results of operations~~ and ~~financial condition.~~

~~In addition,~~● federal, state and local ~~government~~laws ~~entities may revise existing contract rules~~ and regulations orregarding ~~adopt~~procurement ~~new~~integrity ~~contract~~including ~~rules and~~gratuity, ~~regulations~~bribery ~~at any time~~ and ~~may~~anti-corruption ~~also~~requirements ~~face~~as ~~restrictions~~well oras ~~pressure~~limitations ~~regarding~~on ~~the~~political ~~type~~contributions and ~~amount of services that they may obtain from private contractors~~lobbying. ~~Any of these changes could impair our ability to obtain new contracts or renew contracts under which we currently perform when those contracts are eligible for recompetition.~~

WeGovernment agencies routinely ~~are~~audit ~~dependent~~and review a contractor’s performance on ~~third~~government ~~parties~~contracts, indirect cost rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. Any failure to ~~complete~~comply ~~certain~~with ~~elements~~applicable laws and regulations could result in civil or criminal penalties or administrative sanctions such as contract termination, forfeiture of profits, damage to our ~~contracts~~reputation, price or fee reductions or suspension or debarment from contracting with the government, each of which could materially adversely affect our business, results of operations and financial condition.

~~We hire~~In ~~third-party~~addition, ~~subcontractors~~federal, ~~to perform certain work under our contracts. We also rely on third-party equipment manufacturers or suppliers~~state ~~to provide equipment~~ and ~~materials~~local ~~used~~government ~~for~~entities ~~certain~~may ofrevise ~~our~~existing ~~projects.~~contract Ifrules weand ~~are~~regulations ~~unable to hire qualified subcontractors~~ or ~~find~~adopt ~~qualified equipment~~new ~~manufacturers~~contract orrules ~~suppliers,~~and ~~our~~regulations ~~ability~~at toany ~~successfully complete certain projects could be impaired. If we are not able to~~time ~~locate qualified third-party subcontractors, or the amount we are required to pay for subcontractors or equipment~~ and ~~supplies exceeds what we have estimated, especially in a lump sum or a fixed price contract, we~~ may ~~suffer~~also ~~losses~~face onrestrictions ~~these contracts. If a subcontractor, supplier~~ or ~~manufacturer~~pressure ~~fails~~regarding tothe ~~provide~~type ~~services,~~and ~~supplies~~amount orof ~~equipment as required under a contract for any reason, we may be required to source these~~ services, ~~equipment or supplies to other third parties on a delayed basis or on less favorable terms, which could negatively impact contract profitability. There is a risk~~ that wethey may ~~have~~obtain ~~disputes~~from ~~with~~private ~~our~~contractors. ~~subcontractors relating to, among other things, the~~Any ~~quality and timeliness~~ of ~~work~~these ~~performed,~~changes ~~customer~~could ~~concerns~~impair ~~about a subcontractor or~~ our ~~failure~~ability to ~~extend~~obtain ~~existing~~new ~~task~~contracts ~~orders~~ or ~~issue new~~renew ~~task~~contracts ~~orders~~ under awhich ~~contract.~~we Incurrently ~~addition,~~perform ~~faulty~~when ~~workmanship,~~those ~~equipment or materials could impact the overall project, resulting~~contracts inare ~~claims~~eligible ~~against us~~ for failure to meet required project specifications, imposition of financial penalties or requirements to provide additional services to ensure the adequate performance and delivery of the contracted servicesrecompetition. ~~We may be jointly and severally liable for the third party’s actions or contract performance.~~

~~Third parties~~We ~~may~~are ~~find~~dependent iton ~~difficult to obtain sufficient financing to fund their operations, and such inability could adversely affect such~~ third ~~party’s~~parties ~~ability~~ to ~~provide materials, equipment or services, which could have a material adverse impact on our business,~~complete ~~financial~~certain ~~condition~~elements ~~and results~~ of ~~operations. In addition, a failure by a third-party subcontractor, supplier or manufacturer to comply with applicable laws, regulations or client requirements could negatively impact~~ our business and, for government clients, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition and results of operationscontracts.

21We hire third-party subcontractors to perform certain work under our contracts. We also rely on third-party equipment manufacturers or suppliers to provide equipment and materials used for certain of our projects. If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete certain projects could be impaired. If we are not able to locate qualified third-party subcontractors, or the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially in a lump sum or a fixed price contract, we may suffer losses on these contracts. If a subcontractor, supplier or manufacturer fails to provide services, supplies or equipment as required under a contract for any reason, we may be required to source these services, equipment or supplies to other third parties on a delayed basis or on less favorable terms, which could negatively impact contract profitability. There is a risk that we may have disputes with our subcontractors relating to, among other things, the quality and timeliness of work performed, customer concerns about a subcontractor or our failure to extend existing task orders or issue new task orders under a contract. In addition, faulty workmanship, equipment or materials could impact the overall project, resulting in claims against us for failure to meet required project specifications, imposition of financial penalties or requirements to provide additional services to ensure the adequate performance and delivery of the contracted services. We may be jointly and severally liable for the third party’s actions or contract performance.

We Third parties may befind ~~precluded~~it ~~from~~difficult to ~~providing~~obtain ~~certain~~sufficient ~~services~~financing ~~due~~to fund their operations, and such inability could adversely affect such third party’s ability to provide ~~conflict~~materials, equipment or services, which could have a material adverse impact on our business, financial condition and results of ~~interest~~operations. ~~issues~~In addition, a failure by a third-party subcontractor, supplier or manufacturer to comply with applicable laws, regulations or client requirements could negatively impact our business and, for government clients, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition and results of operations.

Many of our clients are concerned about potential or actual conflicts of interest in retaining management consultants. U.S. federal government agencies have formal policies against continuing or awarding contracts that would create actual or potential conflicts of interest with other activities of a contractor. These policies may prevent us from bidding for or performing government contracts resulting from or relating to certain work we have performed. In addition, services performed for a commercial or government client may create a conflict of interest that precludes or limits our ability to obtain work from other public or private organizations. Any conflicts of interest that preclude us from providing certain services could have a material adverse impact on our business, financial condition and results of operations.21

~~If we~~We ~~fail~~may tobe ~~comply~~precluded ~~with~~from ~~federal,~~providing ~~state~~certain services ~~and~~due ~~local~~to ~~governmental~~conflict ~~requirements,~~of ~~our~~interest ~~business may be adversely affected~~issues.

We Many of our clients are ~~subject~~concerned about topotential or actual conflicts of interest in retaining management consultants. U.S. federal, ~~state~~government ~~and~~agencies ~~local~~have ~~laws~~formal ~~and~~policies against ~~regulations~~continuing ~~that~~or ~~affect~~awarding ~~our~~contracts ~~business.~~that ~~Although~~would wecreate ~~have~~actual ~~policies~~or ~~and~~potential ~~procedures to~~conflicts ~~comply~~of interest with ~~U.S.~~other ~~trade~~activities ~~laws,~~of ~~the~~a ~~violation~~contractor. These ofpolicies ~~such~~may ~~laws~~prevent ~~could~~us ~~subject~~from usbidding ~~and~~for ~~our~~or ~~employees~~performing togovernment ~~civil~~contracts resulting from or ~~criminal~~relating ~~penalties,~~to ~~including~~certain work we have ~~substantial~~performed. ~~monetary~~In ~~fines~~addition, services performed for a commercial or ~~other~~government ~~adverse~~client ~~actions~~may ~~including~~create ~~debarment~~a conflict of interest that precludes or limits our ability to obtain work from ~~participation~~other inpublic Uor private organizations.S. ~~government~~Any ~~contracts~~conflicts ~~and~~of ~~could~~interest ~~damage~~that preclude us from providing ~~our~~certain ~~reputation~~services ~~and~~could ~~our~~have ~~ability~~a tomaterial doadverse impact on our business, financial condition and results of operations.

If we fail to ~~maintain~~comply anwith ~~effective~~federal, ~~system~~state ofand local ~~internal~~governmental ~~control~~requirements, weour business may ~~not~~ be ~~able~~adversely ~~to accurately report our financial results~~affected.

We are ~~required~~subject to ~~comply~~U.S. ~~with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”)~~federal, ~~which requires, among other~~ ~~things,~~state aand ~~company~~local tolaws ~~evaluate~~and ~~annually~~regulations ~~the~~that ~~effectiveness~~affect ofour ~~its~~business. ~~internal~~Although ~~control~~we ~~over~~have ~~financial~~policies ~~reporting as of the end of each fiscal year~~ and procedures to ~~include~~comply awith ~~management~~U.S. ~~report~~trade ~~assessing~~ laws, the ~~effectiveness~~violation of ~~its~~such ~~internal~~laws ~~control~~could ~~over~~subject ~~financial~~us ~~reporting~~and inour ~~its~~employees ~~Annual Report on Form 10-K. Effective internal control over financial reporting is necessary~~ to ~~provide~~civil ~~reliable~~or ~~financial~~criminal ~~reports~~penalties, ~~and~~including tosubstantial ~~help~~monetary ~~prevent fraud.~~fines, ~~The Company’s management team and~~ or other ~~personnel~~adverse ~~are~~actions ~~required~~including todebarment ~~devote~~from aparticipation ~~substantial~~in ~~amount of time to these compliance requirements~~U.S. ~~Moreover,~~government ~~these~~contracts ~~rules~~ and ~~regulations~~could ~~increase~~damage ~~legal~~our ~~and~~reputation ~~financial compliance costs~~ and ~~make some activities more time-consuming and costly. Despite best efforts, we cannot be certain that we will be able to maintain adequate internal controls over~~ our ~~financial~~ability ~~processes and reporting in the future or that we will be able~~ to ~~comply~~do ~~with our obligations under Section 404 of Sarbanes-Oxley~~business.

AnIf ~~impairment~~we ~~charge~~fail onto ~~our~~maintain ~~goodwill~~an oreffective system ~~intangible~~of ~~assets~~internal ~~could~~control, ~~have~~we amay ~~material~~not ~~adverse~~be ~~impact~~able onto accurately report our financial ~~position and~~ results ~~of operations~~.

~~Because~~We weare ~~have~~required ~~grown~~to incomply ~~large~~with ~~part~~Section ~~through~~404 ~~acquisitions,~~of ~~goodwill~~the ~~and~~Sarbanes-Oxley ~~intangible~~Act ~~assets~~of ~~represent~~2002 a(“Sarbanes-Oxley”), ~~substantial~~which ~~portion~~requires, ofamong ~~our~~other ~~assets.~~things, ~~Under~~a ~~U.S.~~company ~~GAAP,~~to weevaluate annually ~~are~~the ~~required to~~effectiveness ~~test~~of ~~goodwill~~its ~~and~~internal ~~intangible~~control ~~assets~~over ~~carried~~financial inreporting ~~our~~as ~~consolidated~~of ~~balance~~the ~~sheet~~end ~~for~~of ~~possible~~each ~~impairment~~fiscal onyear anand ~~annual~~to ~~basis~~include ~~based~~a ~~upon~~management areport ~~fair~~assessing ~~value~~the ~~approach.~~effectiveness As of ~~December~~its ~~31,~~internal ~~2021,~~control weover ~~have~~financial ~~$231.7~~reporting ~~million~~in ofits ~~goodwill~~Annual ~~and~~Report ~~intangible~~on ~~assets,~~Form ~~representing~~10-K. ~~55%~~Effective ofinternal control ~~our~~over ~~total assets~~financial ofreporting ~~$420.5~~is ~~million.~~necessary Weto ~~also~~provide ~~are~~reliable ~~required~~financial reports and to ~~test~~help ~~goodwill~~prevent ~~and~~fraud. ~~intangible~~The ~~assets~~Company’s ~~for~~management team ~~impairment~~and ~~between~~other ~~annual~~personnel ~~tests~~are ifrequired ~~events~~to ~~occur or~~devote ~~circumstances~~a ~~change~~substantial ~~that~~amount ~~would~~of ~~more~~time ~~likely~~to ~~than~~these ~~not~~compliance ~~reduce~~requirements. ~~our~~Moreover, ~~enterprise~~these ~~fair~~rules and ~~value~~regulations ~~below~~increase ~~our~~legal ~~book~~and ~~value.~~financial ~~These~~compliance ~~events~~costs orand ~~circumstances could~~make ~~include~~some aactivities ~~significant~~more ~~change~~time-consuming inand ~~the~~costly. ~~business~~Despite ~~climate~~best efforts, we ~~including~~cannot abe ~~significant~~certain ~~sustained~~that ~~decline~~we inwill abe ~~reporting~~able ~~unit’s~~to ~~market value,~~maintain ~~legal~~adequate ~~factors,~~internal ~~operating~~controls ~~performance~~over ~~indicators,~~our ~~competition,~~financial ~~sale~~processes orand ~~disposition~~reporting ofin athe ~~significant~~future or ~~portion~~that ofwe ~~our~~will ~~business,~~be ~~potential government~~able ~~actions~~to ~~toward~~comply with our ~~facilities,~~obligations ~~and~~under ~~other~~Section ~~factors~~404 of Sarbanes-Oxley.

~~If our~~An ~~market~~impairment ~~capitalization~~charge ~~drops significantly below the amount of net equity recorded~~ on our ~~balance sheet, this might indicate a decline in our fair value and would require us to further evaluate whether our~~ goodwill ~~has~~or ~~been impaired. If the fair value of our reporting~~intangible ~~units~~assets ~~is less than their carrying value, we~~ could ~~be required to record an impairment charge. The amount of any impairment could be significant and could~~ have a material adverse impact on our financial position and results of operations ~~for the period in which the charge is taken~~.

~~Rising~~Because we have grown in ~~inflation~~large part through acquisitions, ~~interest~~goodwill ~~rates~~and intangible assets represent a substantial portion of our assets. Under U.S. GAAP, we are required to test goodwill and~~/or~~ ~~construction~~intangible ~~costs~~assets ~~could~~carried ~~reduce~~in ~~the~~our ~~demand~~consolidated balance sheet for possible impairment on an annual basis based upon a fair value approach. As of December 30, 2022, we have $241.2 million of goodwill and intangible assets, representing 49% of our ~~services~~total asassets ~~well~~of as$487.4 ~~decrease~~million. We also are required to test goodwill and intangible assets for impairment between annual tests if events occur or circumstances change that would more likely than not reduce our ~~profit~~enterprise onfair value below our ~~existing~~book value. These ~~contracts~~events or circumstances could include a significant change in the business climate, including a significant sustained decline in ~~particular~~a ~~with~~reporting unit’s ~~respect~~market tovalue, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of our ~~fixed~~business, ~~price~~potential ~~contracts~~government actions toward our facilities, and other factors.

~~Rising~~If ~~inflation, interest rates, or construction costs could reduce the demand for~~ our ~~services.~~market Incapitalization drops ~~addition,~~significantly webelow ~~bear all~~ the ~~risk~~amount of ~~rising~~net ~~inflation~~equity ~~with~~recorded ~~respect to~~on ~~those~~our ~~contracts~~balance ~~that~~sheet, ~~are~~this ~~fixed~~might ~~price.~~indicate ~~Because~~ a ~~portion~~decline ofin our ~~revenues~~fair ~~are~~value ~~earned from fixed price contracts (approximately 10% as~~and ofwould ~~December~~require ~~31,~~us ~~2021),~~to ~~the~~further ~~effects~~evaluate ofwhether ~~inflation on~~ our ~~financial~~goodwill ~~condition~~has ~~and results of operations over the past few years have~~ been ~~generally~~ ~~minor~~impaired. ~~However,~~If ifthe wefair ~~expand~~value of our ~~business~~reporting ~~into~~units ~~markets~~is ~~and~~less ~~geographic~~than ~~areas~~their carrying ~~where fixed price and lump sum work is more prevalent~~value, ~~inflation~~ ~~may~~we ~~have~~could abe ~~larger~~required ~~impact~~to onrecord ~~our~~an ~~results~~impairment ~~of operations in the future~~charge. InThe ~~addition,~~amount ~~there~~of isany aimpairment ~~time~~could ~~lag~~be insignificant ~~recovering labor cost increases from our clients on time~~ and ~~materials/cost reimbursable contracts. Therefore, increases in inflation, interest rates or construction costs~~ could have a material adverse impact on our ~~business,~~ financial ~~condition~~position and results of operations for the period in which the charge is taken.

22Rising inflation, interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed price contracts.

WeRising inflation, interest rates, ~~are~~or ~~subject~~construction costs could reduce the demand for our services. In addition, we bear all the risk of rising inflation with respect to those ~~professional~~contracts ~~standards~~that are fixed price. Because a portion of our revenues are earned from fixed price contracts (approximately 10% as of December 30, ~~duties~~2022), ~~and~~the ~~statutory~~effects ~~obligations~~of inflation on ~~professional~~our ~~reports~~financial condition and ~~opinions~~results of operations over the past few years have been generally minor. However, if we ~~issue~~expand our business into markets and geographic areas where fixed price and lump sum work is more prevalent, ~~which~~inflation may ~~could~~have ~~subject~~a larger impact on our results of operations in the future. In addition, there is a time lag in recovering labor cost increases usfrom toour ~~liability~~clients on time and ~~monetary~~materials/cost ~~damages~~reimbursable contracts. Therefore, increases in inflation, interest rates or construction costs could have a material adverse impact on our business, financial condition and results of operations.

We issue reports and opinions to clients based on our professional engineering expertise as well as our other professional credentials that subject us to professional standards, duties and obligations regulating the performance of our services. If a client or another third party alleges that our report or opinion is incorrect or it is improperly relied upon and we are held responsible, we could be subject to significant liability or claims for damages. In addition, our reports and other work product may need to comply with professional standards, licensing requirements, securities regulations and other laws and rules governing the performance of professional services in the jurisdiction where the services are performed. We could be liable to third parties who use or rely upon our reports and other work product even if we are not contractually bound to those third parties. These events could in turn result in monetary damages and penalties.22

~~Certain of~~We ~~our~~are ~~services~~subject ~~involve assisting our clients’ compliance with environmental, health, and safety laws and regulations that may require substantial costs~~ to ~~comply~~professional ~~with~~standards, duties and ~~our~~statutory ~~failure~~obligations toon ~~effectively~~professional ~~assist~~reports ~~our client’s compliance with such laws~~ and ~~regulations may~~opinions ~~expose~~we ~~us to significant penalties~~issue, ~~damages,~~which ~~or costs of remediation. Changes in such laws or regulations~~ could ~~also~~subject ~~directly~~us ~~or indirectly~~to ~~reduce~~liability ~~the~~and ~~demand~~monetary ~~for our services or make our operations more costly~~damages.

~~Our operations~~We issue reports and ~~our~~opinions to clients’ ~~projects~~based ~~are~~on ~~subject~~our toprofessional ~~federal,~~engineering ~~tribal,~~expertise ~~regional,~~as ~~state,~~well ~~and~~as ~~local~~our ~~laws~~other ~~and~~professional ~~regulations~~credentials ~~relating~~that subject us to professional ~~protection~~standards, ofduties ~~natural~~and ~~resources~~obligations ~~and~~regulating the ~~environment,~~performance ~~health~~of ~~and~~our ~~safety~~services. ofIf a client or another third party alleges that our ~~employees~~report or opinion is incorrect or it is improperly relied upon and ~~the~~we ~~public~~are held responsible, ~~and~~we ~~waste~~could ~~management.~~be ~~These~~subject ~~laws~~to significant liability or ~~and~~claims ~~regulations~~for ~~impose~~damages. ~~numerous~~In ~~obligations~~addition, ~~including~~our ~~the~~reports ~~acquisition~~and ofother ~~permits~~work product may need to ~~conduct~~comply ~~regulated~~with ~~activities~~professional standards, ~~the~~licensing ~~incurrence of~~requirements, ~~capital~~securities orregulations and other ~~substantial~~laws ~~expenditures~~and torules ~~prevent~~governing ~~releases~~the performance of ~~regulated~~professional ~~materials,~~services in the ~~imposition~~jurisdiction ofwhere ~~substantial~~the ~~liabilities~~services are ~~for~~performed. ~~pollution or~~We ~~other~~could ~~harm~~be liable to ~~species~~third orparties ~~the~~who ~~environment~~use ~~resulting~~or ~~from~~rely upon our ~~clients’~~reports ~~operations~~and or other ~~harm~~work toproduct ~~species~~even orif ~~the~~we ~~environment, and~~are ~~the~~not ~~applicability~~contractually bound ofto ~~specific~~those ~~health~~third ~~and~~parties. ~~safety~~These ~~protections~~events ~~for~~could ~~our~~in ~~employees,~~turn ~~our~~result ~~clients’~~in ~~employees~~monetary damages and ~~the public~~penalties.

~~Examples~~ Certain of our services involve assisting our clients’ compliance with environmental, health, and safety laws and regulations that ~~govern~~may ~~the~~require ~~environmental~~substantial ~~aspects~~costs ofto ~~our~~comply ~~clients’ businesses~~with, and our ~~provision~~failure ofto ~~environmental~~effectively assist our client’s compliance ~~services~~ with such laws and regulations may expose us to ~~our~~significant ~~clients~~penalties, damages, ~~include~~or costs of remediation. Changes in such laws or regulations could also directly or indirectly reduce the ~~following:~~demand for our services or make our operations more costly.

●Our ~~The~~operations ~~federal~~and ~~Clean~~our ~~Air~~clients’ projects ~~Act~~are ~~(“CAA”)~~subject ~~and~~to ~~comparable~~federal, tribal, regional, state, and local laws and regulations ~~impose~~relating ~~obligations~~to ~~related~~protection toof natural resources and the ~~emission~~environment, ofhealth ~~air~~and ~~pollutants.~~safety ~~Both~~of ~~existing~~our ~~federal~~employees ~~CAA~~and the public, and ~~state~~waste management. These laws and regulations impose numerous obligations, ~~and~~including ~~any~~the ~~future~~acquisition ~~regulations,~~of ~~may~~permits ~~require~~to ~~pre-approval~~conduct ~~for~~regulated activities, the ~~construction,~~incurrence ~~expansion,~~of capital or ~~modification~~other ofsubstantial ~~certain~~expenditures to ~~facilities~~prevent ~~that~~releases ~~produce~~of regulated materials, orthe ~~which~~imposition ~~are~~of ~~expected~~substantial liabilities for pollution or other harm to ~~produce,~~species ~~air~~or ~~emissions.~~the ~~Such~~environment resulting ~~regulations~~from ~~may~~our ~~also~~clients’ ~~impose~~operations ~~stringent~~or ~~air~~other ~~permit~~harm ~~requirements~~to ~~and~~species ~~require~~or the ~~use~~environment, and the applicability of specific ~~equipment~~health orand safety ~~technologies~~protections tofor ~~control~~our ~~emissions~~employees, our clients’ employees and the public.

●Examples ~~The~~of ~~federal Clean Water Act (“CWA”) and comparable state~~ laws and regulations that ~~impose~~govern ~~strict~~the ~~obligations~~environmental ~~related~~aspects ~~to discharges~~ of ~~pollutants~~our ~~and~~clients’ ~~fill material into regulated bodies of water~~businesses, ~~including~~and ~~some~~our ~~wetlands.~~provision ~~The discharge~~ of ~~pollutants~~environmental ~~into~~compliance ~~regulated~~services waters is prohibited except in accordance with a permit issued by the Environmental Protection Agency (“EPA”), the United States Army Corps of Engineers, or state agency or tribe with a delegated CWA permit program. The CWA and its implementing regulations also require construction activities to ~~establish authorization for the discharge of stormwater~~our clients, ~~which~~include ~~may require~~ the development and implementation of a Stormwater Pollution Prevention Plan (“SWPPP”) to describe the construction activities and the pollution prevention practices that will be implemented in connection with those activities.following:

● The federal ~~Comprehensive~~Clean ~~Environmental~~Air ~~Response, Compensation, and Liability~~ Act (“~~CERCLA~~CAA” ~~or the “Superfund” law~~) and comparable state ~~statutes~~laws ~~impose strict liability,~~ and inregulations ~~some~~impose ~~cases~~obligations ~~joint~~related ~~and several liability, on classes of persons who are considered~~ to ~~be responsible for~~ the ~~release~~emission of aair ~~hazardous~~pollutants. ~~substance~~Both ~~into~~existing ~~the~~federal ~~environment,~~CAA ~~including~~and ~~current~~state ~~owners~~laws orand ~~operators~~regulations, ~~past owners or operators at the time of the release,~~ and ~~persons~~any ~~who~~future ~~generate~~regulations, ~~transport, dispose, or arrange for transportation or disposal of hazardous substances. Such persons~~ may berequire ~~responsible~~pre-approval for the ~~costs~~construction, ofexpansion, ~~investigating~~or ~~releases~~modification of ~~hazardous~~certain ~~substances,~~facilities ~~remediating~~that ~~releases of hazardous substances~~produce, ~~compensating~~or ~~for~~which ~~damages~~are expected to ~~natural resources~~produce, ~~and~~air ~~for certain health studies~~emissions. InSuch ~~the~~regulations ~~ordinary course of our clients’ operations, industrial wastes~~ may bealso ~~regulated~~impose asstringent ~~hazardous~~air ~~substances~~permit ~~under~~requirements ~~CERCLA. In addition, neighboring landowners~~ and ~~other~~require ~~third~~the ~~parties~~use ~~may~~of ~~file~~specific ~~claims~~equipment ~~for personal injury and property damage allegedly caused by hazardous substances~~ or ~~other~~technologies ~~pollutants~~to ~~released~~control ~~into the environment~~emissions.

23● The federal Clean Water Act (“CWA”) and comparable state laws and regulations impose strict obligations related to discharges of pollutants and fill material into regulated bodies of water, including some wetlands. The discharge of pollutants and fill material into regulated waters is prohibited except in accordance with a permit issued by the Environmental Protection Agency, the United States Army Corps of Engineers, or state agency or tribe with a delegated CWA permit program. The CWA and its implementing regulations also require construction activities to establish authorization for the discharge of stormwater, which may require the development and implementation of a Stormwater Pollution Prevention Plan to describe the construction activities and the pollution prevention practices that will be implemented in connection with those activities.

● The federal ~~Resource~~Comprehensive ~~Conservation~~Environmental Response, Compensation, and ~~Recovery~~Liability Act (“~~RCRA~~CERCLA” or the “Superfund” law) and comparable state ~~laws~~statutes ~~regulate~~impose ~~the~~strict ~~generation~~liability, ~~transportation,~~and ~~treatment,~~in ~~processing~~some cases joint and several liability, ~~storage~~on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment, ~~disposal~~including current owners or operators, ~~and~~past ~~cleanup~~owners or operators at the time of ~~hazardous~~the release, and ~~non-hazardous~~persons ~~wastes.~~who ~~Certain~~generate, transport, dispose, or arrange for transportation or disposal of ~~the~~hazardous ~~services~~substances. weSuch ~~provide~~persons tomay ~~our~~be ~~clients~~responsible ~~involve~~for the ~~management~~costs of investigating and ~~handling~~remediating releases of ~~toxic~~hazardous orsubstances, remediating releases of hazardous substances., Incompensating ~~addition~~for damages to natural resources, ~~our~~and ~~clients’~~for ~~operations~~certain ~~may~~health ~~generate~~studies. ~~some~~In ~~amounts~~the ordinary course of ~~ordinary~~our ~~construction~~clients’ ~~and~~operations, industrial wastes ~~that~~ may be regulated as hazardous substances under CERCLA. In addition, neighboring landowners and~~/or~~ ~~must~~other bethird ~~managed~~parties asmay ~~hazardous~~file ~~wastes~~claims iffor ~~such~~personal ~~wastes~~injury ~~are~~and ~~listed~~property asdamage allegedly caused by hazardous ~~wastes~~substances or ~~have~~other ~~hazardous~~pollutants ~~characteristics~~released into the environment.

● The federal Endangered Species Act, implementing regulations, and analogous state laws prohibit the unauthorized “take” of certain species listed as endangered or threatened. Courts have construed the term “take” broadly to include the destruction or alteration of endangered species habitat. Similar protections are afforded to migratory birds under the Migratory Bird Treaty Act and bald and golden eagles under the Bald and Golden Eagle Protection Act. Should our clients’ projects be developed or constructed in protected species habitat, compliance with such laws could result in increased operational costs or project delays, including delays in providing our services in connection with such projects.23

● The ~~purpose~~federal ofResource ~~the~~Conservation ~~Occupational Safety~~ and ~~Health~~Recovery Act ~~(“OSHA”),~~and comparable state ~~statutes,~~laws ~~and~~regulate ~~each~~the ofgeneration, ~~their~~transportation, ~~implementing~~treatment, ~~regulations~~processing, isstorage, todisposal, ~~protect~~and ~~the~~cleanup ~~health~~of hazardous and ~~safety~~non-hazardous ~~of workers~~wastes. InCertain ~~addition,~~of the ~~OSHA~~services ~~hazard~~we ~~communication~~provide ~~standard,~~to ~~the~~our ~~Emergency~~clients ~~Planning~~involve ~~and~~the ~~Community~~management ~~Right-to-Know~~and ~~Act~~handling ~~(“EPCRA”),~~of ~~and~~toxic ~~comparable~~or ~~state~~hazardous ~~statutes~~substances. ~~and~~In ~~any~~addition, ~~implementing~~our ~~regulations~~clients’ ~~thereof~~operations may ~~require~~generate ~~disclosure~~some amounts of ~~information~~ordinary ~~about~~construction ~~hazardous~~and ~~materials~~industrial ~~stored,~~wastes ~~used,~~that ormay ~~produced~~be inregulated ~~our~~ and/or ~~our~~must ~~clients’~~be ~~operations,~~managed ~~and~~as ~~that~~hazardous ~~such~~wastes ~~information~~if besuch ~~provided~~wastes toare ~~employees,~~listed ~~state~~as ~~and~~hazardous ~~local~~wastes ~~governmental authorities, and/~~or ~~citizens,~~have ashazardous ~~applicable~~characteristics.

~~Any failure~~● onThe ~~our~~federal ~~part~~Endangered toSpecies ~~comply~~Act, ~~with~~implementing ~~laws and~~ regulations ~~such as those listed above~~, orand toanalogous ~~effectively~~state ~~assist our clients’ compliance with such~~ laws ~~and~~prohibit ~~regulations,~~the ~~may~~unauthorized ~~result~~“take” inof ~~increases~~certain inspecies ~~operational~~listed ~~costs~~as endangered or ~~project delays to our clients and could ultimately lead to claims against us~~threatened. InCourts ~~addition, environmental laws and regulations~~ have ~~been~~construed ~~subject to frequent changes over~~ the ~~years~~term ~~and~~“take” ~~tend~~broadly to ~~become~~ ~~more~~include ~~stringent over time, and~~ the ~~imposition~~destruction ~~of more stringent~~ or ~~complex~~alteration ~~laws~~of ~~and~~endangered ~~regulations~~species ~~could~~habitat. ~~increase~~Similar ~~the~~protections ~~likelihood~~are ~~that we~~afforded ~~may fail~~ to ~~comply~~migratory ~~with,~~birds orunder tothe ~~effectively~~Migratory ~~assist~~Bird ~~our~~Treaty ~~clients’~~Act ~~compliance~~and ~~with,~~bald ~~such laws~~ and ~~regulations.~~golden ~~Our~~eagles ~~failure~~under tothe ~~comply with~~Bald ~~applicable environmental, health,~~ and ~~safety~~Golden ~~laws~~Eagle ~~and~~Protection ~~regulations,~~Act. ~~our~~Should ~~failure to effectively assist~~ our clients’ ~~compliance with~~projects ~~such~~be ~~laws~~developed ~~and~~or ~~regulations~~constructed in ~~connection~~protected ~~with~~species ~~projects~~habitat, orcompliance ~~the failure of any of our subcontractors to comply~~ with such laws ~~and regulations~~ could ~~trigger~~result ain ~~variety~~increased ofoperational ~~administrative,~~costs ~~civil,~~or ~~and~~project ~~criminal enforcement measures~~delays, including ~~investigations,~~delays ~~the~~in ~~assessment of~~providing ~~monetary~~our ~~penalties,~~services ~~the~~in ~~imposition~~connection ofwith ~~remedial~~such ~~requirements or other corrective measures, and the issuance of directives or orders enjoining existing or future operations or~~ projects~~, any of which could have a material adverse effect on the financial condition of our business~~.

~~Changes in~~● ~~natural~~The ~~resource~~purpose ~~management,~~of ~~climate~~the ~~change~~Occupational orSafety ~~infrastructure~~and ~~industry~~Health ~~laws~~Act (“OSHA”), ~~regulations~~comparable state statutes, and ~~programs~~each ~~could~~of ~~directly~~their orimplementing ~~indirectly reduce~~regulations is to protect the ~~demand~~health ~~for~~and ~~our~~safety ~~services~~of workers. In addition, the OSHA hazard communication standard, the Emergency Planning and Community Right-to-Know Act , and comparable state statutes and any implementing regulations thereof may require disclosure of information about hazardous materials stored, used, or ~~could~~produced ~~make~~in our or our clients’ operations, ~~more~~and ~~costly~~that such information be provided to employees, ~~which~~state ~~could~~and inlocal ~~turn~~governmental ~~negatively~~authorities, ~~impact~~and/or ~~our~~citizens, ~~revenue~~as applicable.

~~Our business~~Any ~~and~~failure ~~results~~on ofour ~~operations~~part ~~could~~to becomply with ~~adversely~~laws ~~affected~~and byregulations ~~the~~such ~~passage~~as ofthose ~~climate~~listed ~~change~~above, ~~defense,~~or ~~environmental,~~to ~~infrastructure and~~effectively ~~other~~assist ~~legislation,~~our ~~policies~~clients’ ~~and~~compliance ~~regulations.~~with ~~Growing~~such ~~concerns~~laws ~~about~~and ~~climate change~~ regulations, may result in ~~the~~increases ~~imposition~~in ofoperational ~~additional~~costs ~~environmental regulations.~~or ~~For~~project ~~example,~~delays ~~legislation,~~to ~~international~~our ~~protocols,~~clients ~~regulation~~and orcould ~~other~~ultimately ~~restrictions~~lead onto ~~emissions~~claims ~~could~~against ~~increase~~us. ~~the~~In ~~costs~~addition, ofenvironmental ~~projects~~laws ~~for~~and ~~our~~regulations ~~clients~~have ~~or,~~been insubject ~~some~~to ~~cases,~~frequent ~~prevent~~changes aover ~~project~~the ~~from~~years ~~going~~and ~~forward,~~tend ~~thereby~~to ~~potentially~~become ~~reducing~~more ~~the~~stringent ~~need~~over ~~for~~time, and ~~our~~the ~~services. Furthermore,~~imposition ~~compliance~~of ~~with~~more ~~these~~stringent or complex laws and regulations ~~may,~~could ~~from~~increase ~~time~~the tolikelihood ~~time,~~that ~~increase~~we ~~the~~may ~~costs~~fail ~~associated~~to comply with, ~~our~~or to ~~operations;~~effectively ~~delay~~ assist our clients’ ~~projects~~compliance orwith, ~~operations;~~such orlaws ~~result~~and inregulations. ~~liabilities~~Our ~~for~~failure ~~personal~~to ~~injuries,~~comply ~~property~~with ~~damage,~~applicable ~~discharge of hazardous materials~~environmental, ~~remediation~~health, and ~~clean-up~~safety ~~costs,~~laws and ~~other~~regulations, ~~environmental~~our ~~damages.~~failure Into ~~addition,~~effectively ~~relaxation~~assist orour ~~repeal~~clients’ ofcompliance with such laws and regulations in connection with projects, or ~~changes in~~the ~~governmental~~failure ~~policies~~of ~~regarding~~any ~~environmental,~~of ~~defense,~~our ~~infrastructure~~subcontractors orto ~~other~~comply ~~industries~~with wesuch ~~serve~~laws ~~could~~and ~~result~~regulations incould trigger a ~~decline in demand~~variety ~~for~~of ~~our~~administrative, ~~services~~civil, ~~which~~and ~~could~~criminal inenforcement ~~turn~~measures, ~~negatively~~including ~~impact~~investigations, ~~our~~the ~~revenues.~~assessment Weof ~~cannot~~monetary ~~predict~~penalties, ~~when~~the imposition of remedial requirements or ~~whether~~other ~~any~~corrective measures, and the issuance of ~~these~~directives ~~various~~or ~~proposals may~~orders beenjoining ~~enacted~~existing or ~~what~~future ~~their~~operations or ~~effect~~projects, ~~will~~any beof onwhich uscould orhave a material adverse effect on the financial condition of our ~~clients~~business.

~~Finally,~~Changes ~~environmental,~~in ~~social,~~natural ~~and~~resource ~~governance~~management, ~~(“ESG”)~~climate ~~goals~~change ~~and~~or ~~programs,~~infrastructure ~~which~~industry ~~typically include extra legal targets related to environmental stewardship~~laws, ~~social responsibility~~regulations, and ~~corporate governance,~~programs ~~have~~could ~~become~~directly anor ~~increasing~~indirectly ~~focus~~reduce ofthe ~~investors,~~demand ~~shareholders~~for ~~and~~our ~~activists~~services, ~~across~~or could ~~many~~make ~~industries.~~our ~~While~~operations ~~reporting~~more ~~on ESG metrics remains voluntary~~costly, ~~access~~which tocould ~~capital~~in ~~and~~turn ~~investors~~negatively isimpact ~~likely~~our ~~to favor companies with robust ESG programs in place~~revenue.

IfOur business and results of ~~ESG~~operations ~~metrics~~could be adversely affected by the passage of climate change, defense, environmental, infrastructure and/ other legislation, policies and regulations. Growing concerns about climate change may result in the imposition of additional environmental regulations. For example, legislation, international protocols, regulation or ~~reporting~~other ~~become~~restrictions ~~mandatory~~on emissions could increase the costs of projects for our clients or, in some cases, prevent a project from going forward, thereby potentially reducing the need for our services. Furthermore, compliance with these laws and regulations may, from time to time, increase the costs ofassociated ~~planning~~with our operations; delay our clients’ projects or operations; or result in liabilities for personal injuries, ~~designing~~property damage, ~~measuring~~discharge of hazardous materials, remediation and ~~monitoring~~clean-up costs, and ~~reporting~~other onenvironmental damages. In addition, relaxation or repeal of laws and regulations, or changes in governmental policies regarding environmental, defense, infrastructure or other industries we serve could result in a decline in demand for our ~~operations~~services, which could ~~increase~~in turn negatively impact our revenues. We cannot predict when or whether any of these various proposals may be enacted or what their effect will be on us or on our clients.

24Finally, environmental, social, and governance (“ESG”) goals and programs, which typically include extra legal targets related to environmental stewardship, social responsibility, and corporate governance, have become an increasing focus of investors, stockholders and activists across many industries. Access to capital and investors is likely to favor companies with robust ESG programs in place.

If To the extent we ~~fail~~become subject to ~~complete~~legal arequirements ~~project~~to incalculate aESG ~~timely~~metrics ~~manner,~~and/or ~~miss~~conduct aESG ~~required~~reporting ~~performance~~in ~~standard,~~the future or ~~otherwise~~are ~~fail~~subject to ~~adequately~~stakeholder ~~perform~~pressure to conduct such activities, our costs of planning, designing, measuring and monitoring, and reporting on aour operations could increase and we could ~~project~~be exposed to greater reputational, ~~then~~regulatory, and litigation risk. Further, if we ~~may~~do ~~incur~~not aadapt ~~loss~~to onor ~~that~~meet ~~project~~evolving investor or other stakeholder expectations and standards or meet the goals and targets we have set with respect to ESG matters such as climate change, ~~which~~regardless of whether there is a regulatory or legal requirement to do so, we may ~~reduce~~suffer from an erosion of stakeholder trust, reputational damage and/or ~~eliminate~~material and adverse effects to our ~~overall~~business, ~~profitability~~financial condition and/or stock price.

Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. We may commit to a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project. In addition, performance of projects can be affected by a number of factors beyond our control, including:24

●If ~~unavoidable~~we ~~delays~~fail ~~from~~to ~~government~~complete ~~inaction;~~a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.

●Our ~~public~~engagements ~~opposition;~~often involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. We may commit to a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project. In addition, performance of projects can be affected by a number of factors beyond our control, including:

● ~~inability~~unavoidable todelays ~~obtain~~from ~~financing~~government inaction;

● ~~weather~~public ~~conditions~~opposition;

● ~~unavailability~~inability ofto ~~vendor~~obtain ~~materials~~financing;

● ~~changes~~weather inconditions, ~~the~~including ~~project~~conditions ~~scope~~and ofsevere ~~services~~weather ~~requested~~events influenced by ~~our~~climate ~~clients~~change;

● ~~industrial~~unavailability ~~accidents~~of vendor materials;

● ~~environmental~~changes ~~hazards;~~in ~~and~~the project scope of services requested by our clients;

● ~~labor~~industrial ~~disruptions.~~accidents;

~~To the~~● ~~extent~~environmental ~~these~~hazards; ~~events occur, the total costs of the project could exceed our estimates,~~ and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages against us. Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation.

~~The outcome~~● oflabor ~~pending and future claims and litigation could have a material adverse impact on our business, financial condition and results of operations~~disruptions.

~~We are~~To ~~a party to claims and litigation in~~ the ~~normal~~extent ~~course~~these ofevents ~~business. Since we engage in testing~~occur, ~~inspection, engineering and other~~ ~~activities~~the ~~for~~total ~~large~~costs ~~facilities and projects where design, construction or systems failures can result in substantial injury or death~~ of ~~employees~~the orproject ~~others~~could orexceed inour ~~damage to property~~estimates, ~~we are exposed to claims~~ and ~~litigation~~we ~~and~~could ~~investigations~~experience ifreduced ~~there~~profits ~~is a failure at any such facility~~ or ~~project. Such claims could relate to~~, ~~among~~in ~~other~~some ~~things~~cases, ~~personal~~incur ~~injury,~~a loss ~~of life, business interruption,~~on ~~property~~a ~~damage~~project, ~~pollution~~which ~~and~~may ~~environmental~~reduce ~~damage and be brought by our clients~~ or ~~third~~eliminate ~~parties, such as those who use or reside near~~ our ~~clients’~~overall ~~projects~~profitability. WeFurther, ~~can~~any ~~also~~defects ~~be exposed to claims if we agreed that a project will achieve certain performance standards~~ or ~~satisfy~~errors, ~~certain technical requirements and those standards~~ or ~~requirements~~failures ~~are~~to ~~ultimately~~meet ~~not met. In many of~~ our ~~contracts with~~ clients,’ ~~subcontractors and vendors~~expectations, ~~we agree to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects that~~ could result in claims ~~that~~for ~~greatly~~damages ~~exceed~~against ~~the anticipated profits relating to those contracts~~us. InFailure ~~addition, while clients and subcontractors may agree~~ to ~~indemnify~~meet usperformance ~~against~~standards ~~certain~~or ~~liabilities,~~complete ~~such~~performance ~~third~~on ~~parties~~a ~~may~~timely basis ~~refuse~~could oralso beadversely ~~unable~~affect toour ~~pay us if such indemnification obligations arise~~reputation.

25The outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition and results of operations.

~~State~~We are a party to claims and litigation in the normal course of business. Since we engage in testing, inspection, engineering and other ~~public~~activities ~~employee~~for ~~unions~~large ~~may~~facilities and ~~bring~~projects ~~litigation~~where ~~that~~design, ~~seeks~~construction toor ~~limit~~systems ~~the~~failures ~~ability~~can result in substantial injury or death of ~~public~~employees ~~agencies~~or others or in damage to ~~contract~~property, ~~with~~we ~~private~~are ~~firms~~ exposed to ~~perform~~claims ~~government~~and ~~employee~~litigation ~~functions~~and ininvestigations ~~the~~if ~~area~~there ofis ~~public~~a ~~improvements~~failure at any such facility or project. ~~Judicial~~Such ~~determinations~~claims could inrelate ~~favor~~to, among other things, personal injury, loss of ~~these~~life, ~~unions~~business ~~could~~interruption, ~~affect~~property damage, pollution and environmental damage and be brought by our ~~ability~~clients or third parties, such as those who use or reside near our clients’ projects. We can also be exposed to ~~compete~~claims if we agreed that a project will achieve certain performance standards or satisfy certain technical requirements and those standards or requirements are ultimately not met. In many of our contracts with clients, subcontractors and vendors, we agree to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects that could result in claims that greatly exceed the anticipated profits relating to those contracts. In addition, while clients and subcontractors may ~~have~~agree to anindemnify ~~adverse~~us ~~effect~~against oncertain ~~our financial~~liabilities, ~~results~~such third parties may refuse or be unable to pay us if such indemnification obligations arise.

State and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees. These challenges could have the effect of eliminating or severely restricting the ability of municipalities to hire private firms and otherwise require them to use union employees to perform the services. If a state or other public employee union is successful in its challenge, this may result in additional litigation which could affect our ability to compete for contracts.25

~~Our credit~~State ~~agreements~~and ~~contain~~other apublic ~~number~~employee ofunions ~~restrictive~~may bring ~~covenants~~litigation ~~which~~that ~~could~~seeks to limit ~~our~~the ability of public agencies to ~~finance~~contract ~~future~~with ~~operations,~~private ~~acquisitions~~firms to perform government employee functions orin ~~capital~~the ~~needs~~area orof ~~engage~~public improvements. Judicial determinations in ~~other~~favor ~~business~~of ~~activities~~these ~~that~~unions could affect our ability to compete for contracts and may behave inan adverse effect on our financial ~~interest~~results.

InState ~~the~~and ~~first~~other ~~quarter~~public employee unions have challenged the validity of ~~2021~~propositions, ~~Atlas~~ ~~Intermediate~~legislation, ascharters, ~~the~~and ~~borrower,~~other ~~entered~~government ~~into~~regulations ~~two~~that ~~new~~allow ~~credit~~public ~~facilities,~~agencies to ascontract ~~described~~with ~~further~~private infirms ~~Note~~to 7provide ~~“Long-Term~~services ~~Debt” within~~in the ~~Consolidated~~fields ~~Financial~~of ~~Statements.~~engineering, ~~The~~design, ~~credit~~and ~~agreements~~construction ~~include~~of apublic ~~number~~improvements ofthat might ~~customary~~otherwise ~~negative~~be ~~covenants~~provided by public employees. ~~Such~~These ~~covenants, among~~challenges ~~other~~could ~~things,~~have ~~limit~~the effect of eliminating or ~~restrict~~severely restricting the ability of ~~each~~municipalities ofto ~~Holdings,~~hire ~~Atlas~~private ~~Intermediate~~firms and ~~all~~otherwise ofrequire ~~their~~them ~~direct~~to ~~and~~use ~~indirect~~union ~~subsidiaries~~employees to perform the services. If a state or other public employee union is successful in its challenge, this may result in additional litigation which could affect our ability to: compete for contracts.

●Our ~~incur~~credit ~~additional~~agreements ~~indebtedness~~contain ~~and~~a ~~make~~number ~~guarantees; ● incur liens on assets; ● engage in mergers or consolidations or fundamental changes; ● dispose~~ of ~~assets;~~restrictive covenants ●which ~~pay~~could ~~dividends~~limit ~~and~~our ~~distributions~~ability orto ~~repurchase~~finance ~~capital~~future ~~stock; ● make investments~~operations, ~~loans and advances, including~~ acquisitions; ●or ~~amend~~capital ~~organizational~~needs ~~documents~~or ~~and~~engage in other ~~material~~business ~~contracts; ● enter into certain agreements~~ activities that ~~would~~may ~~restrict~~be ~~the ability to incur liens on assets; ● repay certain junior indebtedness and,~~ in ~~the~~our case of the 2021 ABL Revolver Agreement, make certain payments on the 2021 Term Loans; ● enter into certain transactions with affiliates; ● amend certain documents governing indebtedness; ● enter into sale leaseback transactions; ● change fiscal periods; and ● change the conduct of its businessinterest.

~~These restrictions~~In ~~are~~the ~~subject~~first toquarter ~~certain~~of ~~exceptions~~2021, Atlas ~~including~~Intermediate, ~~(i)~~as the ~~ability~~borrower, toentered ~~incur~~into ~~additional~~two ~~indebtedness,~~new ~~liens,~~credit ~~investments~~facilities, ~~dividends and~~as ~~distributions,~~described ~~and~~further ~~prepayments~~in ofNote ~~junior~~6 ~~indebtedness~~“Long-Term ~~subject,~~Debt” within inthe ~~each~~Consolidated ~~case,~~Financial toStatements. ~~compliance~~The ~~with~~credit ~~certain~~agreements ~~financial~~include ~~metrics~~a ~~and/or~~number of customary negative covenants. Such covenants, ~~certain~~among other ~~conditions~~things, ~~and~~limit ~~(ii)~~or arestrict ~~number~~the ability of ~~other~~each ~~traditional~~of ~~exceptions~~Holdings, ~~that~~Atlas ~~grant~~Intermediate ~~the~~and ~~Company~~all ~~continued~~of ~~flexibility~~their todirect ~~operate~~ and ~~develop~~ ~~its~~indirect ~~business.~~subsidiaries to:

26● incur additional indebtedness and make guarantees; ● incur liens on assets; ● engage in mergers or consolidations or fundamental changes; ● dispose of assets; ● pay dividends and distributions or repurchase capital stock; ● make investments, loans and advances, including acquisitions; ● amend organizational documents and other material contracts; ● enter into certain agreements that would restrict the ability to incur liens on assets; ● repay certain junior indebtedness and, in the case of the ABL Revolver Agreement, make certain payments on the Term Loans; ● enter into certain transactions with affiliates; ● amend certain documents governing indebtedness; ● enter into sale leaseback transactions; ● change fiscal periods; and ● change the conduct of its business.

~~In addition,~~These ~~the~~restrictions ~~credit~~are ~~agreements also require Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated~~subject ~~basis~~ to ~~comply with~~ certain ~~financial~~exceptions ~~ratio~~including ~~covenants,~~(i) ~~including~~the aability ~~total~~to ~~net~~incur ~~leverage~~additional ~~ratio~~indebtedness, ~~which~~liens, isinvestments, ~~tested~~dividends onand ~~a quarterly basis~~distributions, and aprepayments ~~fixed~~of ~~charge~~junior ~~coverage~~indebtedness ~~ratio~~subject, ~~which~~in iseach ~~tested~~case, ~~on a quarterly basis if our revolving loan balance is greater than $0 or our outstanding letters of credit are $5.0 million or more. Our ability~~ to ~~comply~~compliance with ~~these~~certain ~~ratios~~financial ~~may~~metrics ~~be affected by events beyond our control. These restrictions could limit our ability to plan for~~ and/or ~~react~~certain toother ~~market or economic~~ conditions ~~or meet capital needs or otherwise restrict~~ ~~our activities or business plans,~~ and ~~could~~(ii) ~~adversely~~a ~~affect~~number ~~our~~of ~~ability to finance our operations, acquisitions, investments or strategic alliances or~~ other ~~capital~~traditional ~~needs~~exceptions ~~or to engage in other business activities~~ that ~~would~~grant ~~otherwise be in our interest. A breach of any of these covenants or our inability to comply with~~ the ~~required~~Company ~~financial~~continued ~~ratios~~flexibility ~~could result in a default under our debt instruments. If an event of default occurs, our creditors could elect~~ to ~~declare~~operate ~~all borrowings outstanding, together with accrued~~ and ~~unpaid~~develop ~~interest, to~~its be immediately due and payable, terminate any existing commitments to lend and foreclose on any of our assets securing their loans. Any such acceleration or termination of commitments could have a material adverse effect on our financial position and ability to conduct our business.

~~Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.~~26

~~Borrowings~~In ~~under~~addition, the ~~Atlas~~credit agreements ~~2021~~also ~~Credit~~require ~~Agreements~~Holdings, ~~(described~~Atlas ~~further~~Intermediate inand ~~Note~~all 7of ~~“Long-Term~~their ~~Debt”~~direct ~~within~~and ~~the~~indirect ~~Consolidated~~subsidiaries ~~Financial~~on ~~Statements)~~a ~~bear~~consolidated ~~interest~~basis to comply with certain atfinancial ~~variable~~ratio ~~rates~~covenants, ~~exposing~~including usa total net leverage ratio, which is tested on a quarterly basis, and a fixed charge coverage ratio, which is tested on a quarterly basis if our revolving loan balance is greater than $0 or our outstanding letters of credit are $5.0 million or more. Our ability to ~~interest~~comply ~~rate~~with ~~risk~~these ratios may be affected by events beyond our control. IfThese ~~the~~restrictions ~~interest~~could ~~rates~~limit ~~increase~~our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans, and could adversely affect our ~~debt~~ability ~~service~~to ~~obligations~~finance onour ~~the~~operations, ~~variable~~acquisitions, ~~rate~~investments or strategic alliances or other capital needs ~~indebtedness~~or ~~would~~to ~~increase~~engage ~~even~~in ~~though~~other ~~the~~business ~~amount~~activities ~~borrowed~~that would ~~remain~~otherwise be in our interest. A breach of any of these covenants or our inability to comply with the ~~same,~~required ~~and~~financial ratios could result in a default under our ~~results~~debt instruments. If an event of ~~operations~~default occurs, our creditors could elect to declare all borrowings outstanding, together with accrued and ~~cash~~unpaid ~~flows~~interest, ~~for~~to ~~servicing~~be immediately due and payable, terminate any existing commitments to lend and foreclose on any of our ~~indebtedness~~assets ~~would~~securing ~~decrease~~their loans. Any such acceleration or termination of commitments could have a material adverse effect on our financial position and ability to conduct our business.

~~Risks Related~~Variable rate indebtedness subjects us to ~~Our~~interest rate ~~Common~~risk, ~~Stock~~which could cause our debt service obligations to increase significantly.

~~Our~~Borrowings under the Credit ~~quarterly~~Agreements ~~results~~(described ~~may~~further ~~fluctuate~~in ~~significantly~~Note 6 “Long-Term Debt” within the Consolidated Financial Statements) bear interest at variable rates, ~~which~~exposing ~~could~~us ~~have~~to ainterest ~~material~~rate ~~negative~~risk. ~~effect~~If the interest rates increase, our debt service obligations on the ~~price~~variable ofrate indebtedness would increase even though the amount borrowed would remain the same, and our ~~Class~~results Aof ~~common~~operations ~~stock~~and cash flows for servicing our indebtedness would decrease.

~~Our quarterly~~Risks ~~operating~~Related ~~results may fluctuate due~~ to ~~several~~Our ~~factors,~~Common ~~including:~~Stock

●Our ~~fluctuations~~quarterly inresults ~~the~~may ~~spending~~fluctuate ~~patterns~~significantly, which could have a material negative effect on the price of our ~~clients;~~Class A common stock.

●Our ~~the~~quarterly ~~number~~operating ~~and~~results may ~~significance~~fluctuate ofdue ~~projects~~to ~~executed~~several ~~during~~factors, ~~a quarter;~~including:

● ~~unanticipated~~fluctuations ~~changes~~ in ~~contract~~the ~~performance,~~spending ~~particularly~~patterns ~~with~~of ~~contracts~~our ~~that have funding limits~~clients;

● the ~~timing~~number ofand ~~resolving~~significance ~~change~~of ~~orders,~~projects ~~requests~~executed ~~for~~during ~~equitable~~a ~~adjustments and other contract adjustments~~quarter;

● ~~project~~unanticipated ~~delays~~changes in contract performance, particularly with contracts that have funding limits;

● ~~changes~~the intiming ~~prices~~ of ~~commodities~~resolving orchange orders, requests for equitable adjustments and other ~~supplies~~contract adjustments;

● ~~weather conditions that delay work at~~ project ~~sites~~delays;

● ~~the~~changes ~~timing of expenses incurred~~ in ~~connection~~prices ~~with~~of ~~acquisitions~~commodities or other ~~corporate initiatives~~supplies;

● ~~natural~~weather ~~disasters~~conditions, orincluding ~~other~~conditions ~~crises~~and severe weather events influenced by climate change that delay work at project sites;

● ~~staff~~the ~~levels~~timing ~~and~~of ~~utilization~~expenses ~~rates~~incurred in connection with acquisitions or other corporate initiatives;

● ~~changes~~natural indisasters ~~prices~~or ofother ~~services offered by our competitors~~crises; ~~and~~

● ~~general~~staff ~~economic~~levels and ~~political~~utilization ~~conditions.~~rates;

~~If our~~● ~~quarterly~~changes ~~operating~~in ~~results~~prices ~~fluctuate significantly, causing our operating results to fall below the expectations~~ of ~~securities~~services ~~analysts, the~~offered ~~price~~by of our ~~Class~~competitors; ~~A common stock may decrease substantially, which could have a material negative impact on our financial condition~~ and ~~results of operations.~~

27● general economic and political conditions.

~~We are~~If anour ~~“emerging~~quarterly ~~growth~~operating ~~company”~~results fluctuate ~~and~~significantly, ~~are~~causing ~~thus~~our ~~able~~operating results to ~~avail~~fall ~~ourselves~~below the expectations of ~~reduced~~securities ~~disclosure~~analysts, ~~requirements~~the ~~applicable~~price toof ~~emerging~~our Class ~~growth~~A ~~companies~~common stock may decrease substantially, which could ~~make~~have a material negative impact on our ~~common~~financial ~~stock~~condition ~~less~~and ~~attractive~~results toof ~~investors~~operations.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an “emerging growth company” we intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.27

We ~~cannot~~ predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are ~~no longer~~ an “emerging growth company.” Weand ~~will~~are ~~remain~~thus anable ~~“emerging~~to ~~growth~~avail ~~company”~~ourselves ~~until the earliest~~ of ~~(i)~~reduced ~~the~~disclosure ~~last~~requirements ~~day~~applicable ofto ~~the~~emerging ~~fiscal~~growth ~~year~~companies, in which wecould ~~have~~make ~~total annual gross revenues of $1.07 billion or more; (ii) the last day of~~ our ~~fiscal year following the fifth anniversary of the date of our~~ ~~initial~~common ~~public~~stock ~~offering;~~less ~~(iii)~~attractive ~~the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed~~ to ~~be a large accelerated filer under the rules of the SEC~~investors.

We are an “emerging ~~may~~growth becompany,” ~~required~~as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we intend to take advantage ~~write-downs~~of orcertain ~~write-offs,~~exemptions ~~restructuring~~from ~~and~~various ~~impairment~~reporting orrequirements that are applicable to other ~~charges~~public companies that ~~could~~are ~~have~~not a“emerging growth ~~significant~~companies,” ~~negative~~including not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley, ~~effect~~reduced ondisclosure obligations regarding executive compensation in our ~~financial~~periodic ~~condition,~~reports ~~results~~and proxy statements and exemptions from the requirements of ~~operations~~holding a nonbinding advisory vote on executive compensation and ~~stock~~stockholder ~~price~~approval of any golden parachute payments not previously approved. In addition, ~~which~~pursuant ~~could~~to ~~cause~~Section ~~you~~107 of the JOBS Act, as an “emerging growth company” we intend to ~~lose~~take ~~some~~advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or ~~all~~revised accounting standards. In other words, an “emerging growth company” can delay the adoption of ~~your~~certain ~~investment~~accounting standards until those standards would otherwise apply to private companies.

~~Although we~~We ~~conducted due diligence prior to the Atlas Business Combination, we~~ cannot ~~assure~~predict ~~you~~if ~~that this diligence revealed all material issues~~investors ~~that~~will ~~may~~find ~~be present in~~ our ~~business,~~common ~~that~~stock itless ~~would~~attractive bebecause ~~possible~~we tomay ~~uncover~~rely ~~all~~on ~~material~~these ~~issues~~exemptions. ~~through~~If asome ~~customary~~investors ~~amount~~find ~~of due diligence, or that factors outside of~~ our ~~control~~common ~~will~~stock ~~not~~less ~~later~~attractive as ~~arise. As~~ a result, ~~the~~there ~~Company~~ may be ~~forced~~a toless ~~later~~active ~~write-down or~~trading ~~write-off assets, restructure~~market for our ~~operations,~~common orstock ~~incur~~and ~~impairment~~our orstock ~~other~~price ~~charges~~may ~~that~~be ~~could~~more ~~result in losses~~volatile. ~~Even~~We ifmay ~~the~~take ~~due diligence successfully~~advantage ~~identified~~of ~~certain~~these ~~risks,~~reporting ~~unexpected~~exemptions ~~risks~~until ~~may~~we ~~arise~~are ~~and~~no ~~previously~~longer ~~known~~an ~~risks~~“emerging ~~may~~growth ~~materialize in a manner not consistent with our preliminary risk analysis~~company.” ~~Even~~We ~~though~~will ~~these~~remain ~~charges may be non-cash items and not have~~ an ~~immediate~~“emerging ~~impact~~growth company” onuntil ~~our~~the ~~liquidity,~~earliest ~~the~~of ~~fact~~(i) ~~that~~ the ~~Company~~last ~~reports~~day ~~charges~~ of ~~this~~the ~~nature~~fiscal ~~could~~year ~~contribute~~in towhich ~~negative~~we ~~market~~have ~~perceptions~~total ~~about~~annual ~~the~~gross ~~Company~~revenues orof ~~our securities~~$1.235 ~~In addition,~~billion ~~charges~~or ofmore; ~~this~~(ii) ~~nature may cause~~ the ~~Company~~last today ~~violate~~of ~~net~~our ~~worth~~fiscal oryear ~~other~~following ~~covenants~~the tofifth ~~which~~anniversary weof ~~may~~the bedate ~~subject.~~of ~~Accordingly,~~ our ~~stockholders could~~initial ~~suffer~~public aoffering; ~~reduction~~(iii) in the ~~value~~date on ofwhich ~~their~~we ~~shares. Such stockholders are unlikely to~~ have aissued ~~remedy~~more ~~for~~than ~~such~~$1 ~~reduction~~billion in ~~value~~nonconvertible ~~unless they~~debt ~~are~~during ~~able to successfully claim that~~ the ~~reduction~~previous ~~was~~three ~~due~~years; ~~to the breach by our officers~~ or ~~directors~~(iv) ofthe adate ~~duty~~on ofwhich ~~care~~we ~~or other~~are ~~fiduciary~~deemed ~~duty owed~~ to ~~them,~~be ~~or if they are able to successfully bring~~ a ~~private~~large ~~claim~~accelerated filer under ~~securities laws that~~ the ~~proxy~~rules ~~solicitation or~~of ~~tender offer materials, as applicable, relating to~~ the ~~Atlas Business Combination contained an actionable material misstatement or material omission~~SEC.

ToWe may be required to take write-downs or write-offs, ~~the~~restructuring ~~extent~~and ~~that~~impairment ~~shares~~or ofother ~~Class~~charges Athat ~~common~~could ~~stock~~have ~~are~~a ~~issued~~significant ~~pursuant~~negative toeffect ~~the~~on ~~terms~~our offinancial ~~the~~condition, ~~Holdings~~results ~~LLC~~of ~~Agreement~~operations and stock price, ~~the~~which ~~number~~could ofcause ~~shares~~you ~~eligible for~~to ~~resale~~lose insome ~~the~~or ~~public~~all ~~market~~of ~~will~~your ~~increase~~investment.

~~Pursuant~~Although we conducted due diligence prior to the ~~terms~~Atlas Business Combination, we cannot assure you that this diligence revealed all material issues that may be present in our business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our control will not later arise. As a result, the ~~Holdings~~Company ~~LLC~~may ~~Agreement~~be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if the ~~Continuing~~due ~~Members~~diligence successfully identified certain risks, unexpected risks may ~~redeem~~arise ~~any~~and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or ~~all~~our securities. In addition, charges of this nature may cause the Company to violate net worth or other covenants to which we may be subject. Accordingly, our stockholders could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of ~~Class~~a Bduty ~~common~~of ~~stock~~care ~~issued~~or other fiduciary duty owed to them, ~~along~~or ~~with~~if they are able to successfully bring a ~~corresponding~~private ~~number~~claim ofunder ~~Holdings~~securities ~~Units~~laws that the proxy solicitation or tender offer materials, ~~for~~as anapplicable, ~~equal~~relating ~~number~~to ofthe ~~shares~~Atlas ofBusiness ~~Class~~Combination Acontained ~~common~~an ~~stock~~actionable material misstatement or material omission.

To the extent that ~~any~~ shares of Class A common stock are issued pursuant to the terms of the Holdings LLC Agreement, ~~there will be an increase in~~ the number of shares ~~of Class A common stock~~ eligible for resale in the public market. ~~Sales of a substantial number of such shares~~will ~~in the public market could adversely affect the market price of our Class A common stock~~increase.

28Pursuant to the terms of the Holdings LLC Agreement, the Continuing Members may redeem any or all of the shares of Class B common stock issued to them along with a corresponding number of Holdings Units, for an equal number of shares of Class A common stock.

IfTo the extent that any shares weof ~~raise~~Class ~~capital~~A incommon ~~the~~stock ~~future~~are byissued ~~issuing~~pursuant ~~shares~~to the terms of ~~common~~the orHoldings ~~preferred~~LLC ~~stock~~Agreement, orthere ~~other~~will ~~equity~~be oran ~~equity-linked~~increase ~~securities,~~in ~~convertible~~the number of shares ~~debt~~of orClass ~~other~~A ~~hybrid~~common ~~equity~~stock ~~securities,~~eligible ~~our~~for ~~then~~resale ~~existing~~in ~~stockholders~~the ~~may~~public ~~experience~~market. ~~dilution,~~Sales ~~such~~of ~~new~~a ~~securities~~substantial ~~may~~number ~~have~~of ~~rights~~such ~~senior to~~shares ~~those~~in ofthe ~~our~~public ~~common~~market ~~stock,~~could adversely ~~and~~affect the market price of our ~~common~~Class ~~stock~~A ~~may~~common ~~be adversely effected~~stock.

If we raise capital in the future our then existing stockholders may experience dilution. Our second amended and restated certificate of incorporation (our “Charter”) provides that preferred stock may be issued from time to time in one or more series. Our board of directors (“Board”) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the shares of common stock and could have anti-takeover effects. For example, the Board might grant holders of a class or series of our preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. Similarly, the repurchase or redemption rights or liquidation preferences the Board might assign to holders of our preferred stock could affect the residual value of our common stock. The issuance of any such securities may have the impact of adversely affecting the market price of our common stock.28

~~The~~If we raise capital in the future by issuing ~~issuance~~shares of ~~additional~~common or preferred stock asor ~~consideration~~other ~~for~~equity ~~acquisitions~~or ~~will~~equity-linked ~~dilute~~securities, convertible debt or other hybrid equity securities, our then existing ~~stockholdings~~stockholders ~~and~~may experience dilution, such new securities may have anrights ~~adverse~~senior ~~effect~~to onthose ~~the~~of our common stock, and the market price of our common stock may be adversely affected.

In If ~~February~~we ~~2021~~raise wecapital in ~~acquired~~the future our then existing stockholders may experience dilution. Our third amended and restated certificate of incorporation (our ~~AEL,~~“Charter”) provides that preferred stock may be issued from time to time in one or more series. Our board of directors (“Board”) is authorized to fix the ~~purchase~~voting ~~price~~rights, ~~for~~if any, designations, powers, preferences, the ~~acquisition~~relative, ~~included~~participating, anoptional ~~equity~~or ~~component~~other ~~pursuant~~special rights toand ~~which~~any wequalifications, ~~issued~~limitations ~~738~~and restrictions thereof,~~566~~ applicable to the shares of ~~Class~~each Aseries. ~~common~~Our Board may, without stockholder approval, issue preferred stock towith ~~the~~voting ~~former~~and ~~owner~~other ofrights ~~AEL.~~that Incould ~~July~~adversely ~~2021~~affect wethe ~~acquired~~voting ~~O’Neill,~~power and other rights of the ~~purchase~~holders ~~price~~of ~~for~~the ~~which~~shares ~~included~~of ancommon ~~equity~~stock ~~component~~and ~~pursuant to~~could ~~which~~have weanti-takeover ~~issued~~effects. ~~653~~For example,~~728~~ ~~shares~~the Board might grant holders of ~~Class~~a Aclass or ~~common~~series of our preferred stock the right to ~~the~~elect ~~former~~some ~~owner~~number ~~and~~of ~~certain~~our ~~former~~directors ~~employees~~in all events or on the happening of ~~O’Neill~~specified events or the right to veto specified transactions. The ~~issuance~~ ability of our ~~Class~~Board Ato ~~common~~issue preferred stock aswithout ~~consideration~~stockholder ~~for~~approval could have the ~~acquisitions~~effect of ~~AEL~~delaying, ~~and~~deferring ~~O’Neill,~~or preventing a change of control of us or ~~any~~the ~~future~~removal ~~acquisition~~of existing management. Similarly, ~~result~~the inrepurchase or ~~dilution~~redemption rights or liquidation preferences the Board might assign to holders of our preferred stock could affect the residual value of our ~~existing~~common ~~stockholders~~stock. ~~and~~The issuance of any such securities may have the impact of adversely ~~affect~~affecting the market price of our common stock.

~~Provisions~~The issuance of additional stock as consideration infor ~~our~~acquisitions ~~Charter~~will ~~and~~dilute ~~Delaware~~existing ~~law~~stockholdings and may have ~~the~~an adverse effect ofon ~~discouraging~~the ~~lawsuits~~market ~~against~~price of our ~~directors~~common ~~and officers~~stock.

~~Our Charter~~In ~~requires~~March 2022, ~~unless~~ we ~~consent~~acquired ~~in writing to the selection of an alternative forum, that (i) any derivative action or proceeding~~TranSmart ~~brought~~and on1 ~~our~~Alliance. ~~behalf,~~The ~~(ii)~~purchase ~~any~~price ~~action~~for ~~asserting~~the aacquisitions ~~claim~~included ofan ~~breach~~equity ofcomponent apursuant ~~fiduciary duty owed by any director, officer or other employee~~ to uswhich orwe ~~our~~issued ~~stockholders~~872,752 ~~(iii)~~and ~~any action asserting a claim against us~~355, ~~our directors, officers or employees arising pursuant to any~~649 ~~provision~~shares of ~~the~~Class ~~DGCL~~A orcommon ~~our Charter or our second amended and restated bylaws~~stock, ~~or (iv) any action asserting a claim against us~~respectively, ~~our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as~~ to ~~which~~ the ~~Court~~former ofowners ~~Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (~~and ~~the~~certain ~~indispensable~~former ~~party~~employees. ~~does~~The ~~not~~issuance ~~consent to the personal jurisdiction~~ of ~~the~~our ~~Court~~Class ofA ~~Chancery~~common ~~within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court~~stock oras ~~forum~~consideration ~~other than the Court of Chancery, (C)~~ for ~~which~~ the ~~Court~~acquisitions of ~~Chancery~~TranSmart ~~does~~and ~~not~~1 ~~have subject matter jurisdiction~~Alliance, or ~~(D)~~ any ~~action~~ ~~arising~~future ~~under the Securities Act~~acquisition, asresult to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in ~~the~~dilution ~~application~~ of ~~Delaware~~our ~~law~~existing ~~in the types of lawsuits to which it applies, a court may determine that this~~stockholders ~~provision is unenforceable,~~ and tomay ~~the~~adversely ~~extent~~affect ~~it is enforceable,~~ the ~~provision~~market ~~may~~price ~~have the effect~~ of ~~discouraging lawsuits against~~ our ~~directors~~ ~~and~~common ~~officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder~~stock.

~~Notwithstanding the~~Provisions ~~foregoing,~~in our Charter provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and ~~regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of~~ Delaware ~~law~~ ~~in the types of lawsuits to which it applies, the provision~~ law may have the effect of discouraging lawsuits against our directors and officers.

29Our Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Charter or our second amended and restated bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

~~Provisions in~~Notwithstanding the foregoing, our Charter ~~may~~provides ~~inhibit~~that the exclusive forum provision will not apply to suits brought to enforce a ~~takeover~~duty ofor ~~us,~~liability created by the Exchange Act or any other claim for which ~~could~~the ~~limit~~federal courts have exclusive jurisdiction. Section 27 of the ~~price~~Exchange ~~investors~~Act ~~might~~creates beexclusive federal ~~willing~~jurisdiction over all suits brought to ~~pay~~enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the ~~future~~application ~~for~~of ~~our~~Delaware ~~Class~~law in the Atypes ~~common~~of ~~stock~~lawsuits ~~and~~to ~~could~~which ~~entrench~~it ~~management~~applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors, the controlling provisions of the Nomination Agreement we entered into with Bernhard Capital Partners in connection with the Atlas Business Combination (the “Nomination Agreement”), a supermajority vote required to amend certain provisions of our Charter and the ability of the Board to designate the terms of, and issue new series of, preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.29

~~Concentration of~~Provisions ~~ownership~~in of our ~~common~~Charter ~~stock~~may ~~among~~inhibit ~~certain~~a ~~large~~takeover of ~~stockholders~~us, ~~may~~which ~~prevent~~could ~~new~~limit ~~investors~~the ~~from~~price ~~influencing~~investors ~~significant~~might ~~corporate~~be ~~decisions or~~willing ~~adversely~~to ~~affect~~pay in the ~~trading~~future ~~price~~for of our Class A common stock and could entrench management.

~~Holders of~~Our ~~our~~Charter ~~common~~contains ~~stock~~provisions that ~~vote~~may ~~together~~discourage asunsolicited atakeover ~~single~~proposals ~~class~~that onstockholders ~~all~~may ~~matters~~consider ~~presented~~ to ~~our~~be ~~stockholders~~in ~~for~~ their ~~vote~~best ~~or approval, except as otherwise required by applicable law or our Charter~~interests. ~~Certain~~These ofprovisions ~~our stockholders own large portions of the voting power of our common~~include ~~stock and as~~ a ~~result~~staggered ~~exercise~~board ~~significant influence over the outcome~~ of ~~certain~~directors ~~matters requiring stockholder approval, including mergers~~ and ~~other material transactions,~~ the ~~composition~~controlling ofprovisions ~~our Board or a change in control~~ of the ~~Company~~Nomination ~~that~~Agreement ~~could~~we ~~deprive~~entered ~~our~~into ~~stockholders of~~with anBernhard ~~opportunity~~Capital ~~to receive a premium for their common stock as part of a sale of the Company. The existence of significant stockholders~~Partners ~~may also have the effect of deterring hostile takeovers, delaying or preventing changes~~ in ~~control~~connection orwith ~~changes in management, or limiting~~ the ~~ability~~Atlas ofBusiness ~~our~~Combination ~~other stockholders to approve transactions that they may deem to be in~~ (the ~~best~~“Nomination ~~interests of the Company.~~Agreement”)

~~So long~~Concentration ~~as a small number~~ of ~~stockholders~~ownership ~~continues to control a significant amount~~ of our common stock~~, they will continue to be able to~~ ~~strongly~~among ~~influence~~certain ~~all~~large ~~matters requiring stockholder approval, regardless of whether or not other~~ stockholders ~~believe that a potential transaction is in their own best interests. In any of these matters, the interests of such stockholders~~ may ~~differ~~prevent ornew ~~conflict~~investors ~~with~~from ~~the interests~~influencing ~~of our other stockholders. In addition, our~~ significant ~~stockholders~~corporate ~~and~~decisions ~~their affiliates, as well as members of our Board, may, from time to time, acquire interests in businesses that directly~~ or ~~indirectly compete with our business, as well as businesses that are significant existing or potential customers. Moreover, this concentration of stock ownership may also~~ adversely affect the trading price of our common stock ~~to the extent investors perceive a disadvantage in owning stock of a company with a concentrated stock ownership~~.

~~The~~Holders of our common stock ~~market~~vote ~~price~~together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our Charter. Certain of our stockholders own large portions of the voting power of our common stock and as a result exercise significant influence over the outcome of certain matters requiring stockholder approval, including mergers and other material transactions, the composition of our Board or a change in control of the Company that could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of the Company. The existence of significant stockholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be ~~affected~~in bythe ~~low~~best ~~trading~~interests ~~volume~~of the Company.

~~Although~~So along ~~trading~~as ~~market for~~a ~~our~~small ~~Class~~number Aof stockholders ~~common~~continues ~~stock~~to ~~exists~~control ona ~~the~~significant ~~NASDAQ,~~amount ~~the~~of ~~trading~~our ~~volume~~common ~~has~~stock, ~~not~~they ~~been~~will ~~significant,~~continue ~~due~~to inbe ~~part~~able to astrongly ~~substantial~~influence ~~number~~all ofmatters ~~our~~requiring ~~outstanding~~stockholder ~~shares~~approval, regardless of ~~our~~whether ~~common~~or ~~stock~~not ~~either~~other ~~being~~stockholders ~~held~~believe bythat a ~~single~~potential ~~shareholder~~transaction oris ~~subject~~in totheir ~~contractual lock-ups and other~~own ~~legal~~best ~~restrictions~~interests. ~~Additionally,~~In aany ~~portion~~ of ~~our~~these ~~common~~matters, ~~stock~~the isinterests ~~currently~~of ~~made~~such upstockholders ofmay ~~Class~~differ Bor ~~common~~conflict ~~stock,~~with ~~which~~the isinterests ~~not~~of ~~listed~~our onother astockholders. ~~public~~In ~~exchange~~addition, ~~but~~our issignificant ~~exchangeable~~stockholders ~~(along~~and ~~with~~their ~~Holdings~~affiliates, ~~Units)~~as ~~for~~well ~~shares~~as members of ~~Class~~our ABoard, ~~common~~may, ~~stock.~~from ~~When~~time ~~trading~~to ~~volume is low~~time, ~~significant~~acquire interests ~~price~~in ~~movement~~businesses ~~can~~that bedirectly ~~caused~~or byindirectly ~~the~~compete ~~trading~~with inour abusiness, ~~relatively~~as ~~small~~well ~~number~~as ofbusinesses ~~shares.~~that ~~Low~~are ~~volume~~significant ~~can~~existing ~~also~~or ~~reduce~~potential customers. ~~liquidity~~Moreover, ~~which~~this ~~could~~ concentration of stock ownership may also adversely affect the ~~market~~trading price of our ~~shares~~common stock to the extent investors perceive a disadvantage in owning stock of ~~common~~a company with a concentrated stock ownership.

~~If securities~~The ormarket ~~industry~~price ~~analysts~~of ~~adversely change their recommendations regarding~~ our ~~Class A~~ common stock ormay ~~if our operating results~~be doaffected ~~not~~by ~~meet~~low ~~their~~trading ~~expectations, our stock price could decline~~volume.

~~The~~ Although a trading market for our Class A common stock ~~will~~exists beon ~~influenced~~the byNASDAQ, the ~~research~~trading ~~and~~volume ~~reports~~has ~~that~~not ~~industry~~been orsignificant, ~~securities~~due ~~analysts~~in ~~publish about~~part usto ora substantial number of our ~~business.~~outstanding Ifshares ~~one~~of orour ~~more~~common ofstock ~~these~~either ~~analysts~~being ~~cease~~held ~~coverage~~by ofa ~~the~~single ~~Company~~stockholder or ~~fail~~subject to ~~publish~~contractual ~~reports~~lock-ups and onother legal usrestrictions. ~~regularly~~Additionally, we ~~could~~a ~~lose~~portion ~~visibility~~of inour ~~the~~common ~~financial~~stock ~~markets,~~is ~~which~~currently inmade ~~turn~~up ~~could~~of ~~cause~~Class ~~our~~B common stock, ~~price~~which oris ~~trading~~not ~~volume~~listed ~~to decline. Moreover,~~on ifa ~~one~~public orexchange ~~more~~but ofis ~~the~~exchangeable ~~analysts~~(along ~~who~~with ~~cover~~Holdings ~~the~~Units) ~~Company~~for ~~downgrades~~shares ~~our~~of Class A common stock. When trading volume is low, orsignificant price ifmovement ~~our~~can ~~operating~~be ~~results~~caused doby ~~not~~the ~~meet~~trading ~~their expectations~~in a relatively small number of shares. Low volume can also reduce liquidity, ~~our~~which ~~stock~~could adversely affect the market price ~~could~~of ~~decline~~our shares of common stock.

~~There~~If securities or industry analysts adversely ~~can~~change betheir norecommendations ~~assurance~~regarding ~~that~~our weClass ~~will~~A becommon ~~able~~stock toor ~~comply~~if ~~with~~our ~~the~~operating ~~continued~~results ~~listing~~do ~~standards~~not ofmeet ~~NASDAQ~~their expectations, our stock price could decline.

~~Our continued~~The ~~eligibility~~trading market for ~~listing~~our onClass A ~~NASDAQ~~common ~~depends~~stock onwill abe ~~number~~influenced ofby ~~factors.~~the research and reports that industry or securities analysts publish about us or our business. If ~~NASDAQ~~one ~~delists~~or more of these analysts cease coverage of the ~~Class A~~Company ~~common~~or ~~stock~~fail ~~from~~to ~~trading~~ publish reports on ~~its~~us ~~exchange~~regularly, ~~for~~we ~~failure~~could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to ~~meet~~decline. Moreover, if one or more of the ~~listing~~analysts who ~~standards~~cover the Company downgrades our Class A common stock, weor ~~and~~if our ~~stockholders~~operating ~~could~~results ~~face~~do ~~significant~~not ~~material~~meet ~~adverse~~their ~~consequences~~expectations, our stock price ~~including:~~could decline.

●There acan ~~limited~~be ~~availability~~no ofassurance ~~market~~that ~~quotations~~we ~~for~~will ~~our~~be ~~securities;~~able to comply with the continued listing standards of NASDAQ.

30Our continued eligibility for listing on NASDAQ depends on a number of factors. If NASDAQ delists the Class A common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

● a ~~determination~~limited ~~that~~availability ~~our Class A common stock is a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules, possibly resulting in a reduced level~~ of ~~trading activity in the secondary trading~~ market quotations for our ~~Class A common stock~~securities;

● a ~~limited~~determination ~~amount~~that our Class A common stock is a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules, possibly resulting in a reduced level of ~~analyst~~trading ~~coverage;~~activity ~~and~~in the secondary trading market for our Class A common stock;

~~● a decreased ability to issue additional securities or obtain additional financing in the future.~~30

~~General Risk~~● ~~Factors~~a limited amount of analyst coverage; and

~~Negative conditions~~● ina ~~the~~decreased ~~credit~~ability ~~and~~to ~~financial~~issue ~~markets~~additional ~~and~~securities ~~delays~~or inobtain ~~receiving~~additional ~~client~~financing ~~payments could result~~ in ~~liquidity~~the ~~problems, increasing our cost of borrowing and adversely affecting our business~~future.

~~Although we~~We ~~finance~~are ~~much~~a ofholding ~~our operations using cash provided by operations~~company, atand ~~times~~ we depend on the ~~availability~~ability of ~~credit to grow~~ our ~~business and~~subsidiaries ~~help fund acquisitions. Instability in the credit markets in the U.S. or abroad could cause credit~~ to bedistribute relatively difficult or expensive to obtain at competitive rates, on commercially reasonable terms or in sufficient amounts. This situation could make it more difficult or more expensive for us to access funds, refinance our existing indebtedness, enter into agreements for new indebtedness or obtain funding through the issuance of securities, or such additional capital may not be available on terms acceptable to us orin atorder ~~all. We may also enter into business acquisition agreements that require us~~ to ~~access~~satisfy ~~credit,~~certain ~~which if not available at the closing~~ of ~~the acquisition could result in a breach of the acquisition agreement and a resulting claim for damages by the sellers of such business. In addition, market conditions could negatively impact~~ our ~~clients’ ability to fund their projects and, therefore, utilize our services, which could have a material adverse impact on our business,~~ financial ~~condition~~obligations and ~~results~~to ofmake ~~operations~~dividend payments.

~~Some of~~We ~~our~~are ~~customers,~~a ~~suppliers~~holding company and ~~subcontractors~~our ~~depend~~subsidiaries onconduct ~~access~~all toof ~~commercial~~our ~~financing~~operations and ~~capital~~own ~~markets~~all toof ~~fund~~our ~~their~~operating ~~operations~~assets. ~~Disruptions~~ inWe ~~the~~have ~~credit~~no orsignificant ~~capital~~assets ~~markets~~other ~~could~~than ~~adversely~~the equity ~~affect~~interests in our ~~clients’~~subsidiaries. ~~ability~~As toa ~~finance projects and could~~ result ~~in contract cancellations or suspensions~~, ~~project delays and payment delays or defaults by~~ our ~~clients.~~ability ~~In addition, clients may be unable~~ to ~~fund~~satisfy ~~new~~our ~~projects,~~financial ~~may~~obligations ~~choose~~and to make ~~fewer~~dividend ~~capital~~payments ~~expenditures~~in the orfuture ~~otherwise~~depends ~~slow their spending~~ on our ~~services~~subsidiaries orand totheir ~~seek~~ability ~~contract terms~~to ~~more~~distribute ~~favorable~~funds to ~~them~~us. ~~Our~~If ~~government~~we ~~clients~~are ~~may~~unable ~~face~~to ~~budget~~obtain ~~deficits~~funds ~~that prohibit them~~ from ~~funding~~our ~~proposed and existing projects~~subsidiaries, orwe ~~that~~may ~~cause~~be ~~them~~unable to ~~exercise~~satisfy ~~their~~certain ~~right~~of ~~to terminate~~ our ~~contracts with little or no prior notice. In addition, any~~ financial ~~difficulties suffered~~obligations ~~by our subcontractors~~ or ~~suppliers could increase~~ our ~~cost~~board orof ~~adversely~~directors ~~impact~~may ~~project~~exercise ~~schedules.~~its ~~These~~discretion ~~disruptions~~not ~~could~~to ~~materially~~declare ~~negatively~~or ~~impact~~pay ~~our~~dividends. ~~backlog~~We ~~and~~do ~~have~~not aintend ~~material~~to ~~adverse~~obtain ~~impact~~funds onfrom ~~our~~other ~~business,~~sources ~~financial~~to ~~condition~~pay ~~and results of operations~~dividends.

~~Cybersecurity~~In addition, the declaration ~~breaches~~and payment of dividends, if any, will always be subject to the discretion of the board of directors, and restrictions contained in our existing ~~systems~~debt agreements. The timing and ~~information~~amount ~~technology~~of ~~could~~any ~~adversely~~dividends ~~impact~~declared ~~our~~will depend on, among other things, the Company’s earnings, financial condition and cash requirements and availability, the ability to ~~operate~~obtain debt and equity financing on acceptable terms, the terms of its outstanding indebtedness and the ability of the Company’s subsidiaries to distribute funds to it.

~~We need~~General toRisk protect our own and our clients’ internal trade secrets and other confidential business information from disclosure. We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyberattacks and other security problems and system disruptions, including possible unauthorized access to our and our clients’ proprietary, classified or confidential information. We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems. We have devoted and will continue to devote significant resources to the security of our computer systems, but they are still vulnerable to these threats. A user who circumvents security measures can misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. As a result, we can be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. There has been an overall increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because we hold sensitive information. As a result, we and our vendors face a heightened risk of a security breach or disruption resulting from an attack by computer hackers, foreign governments, and cyber terrorists. While we put in place policies, controls and technologies to help detect and protect against such attacks, we cannot guarantee that future incidents will not occur, and if an incident does occur, we may not be able to successfully mitigate the impact. We have been the target of these types of attacks in the past and future attacks are likely to occur. If successful, these types of attacks on our network or other systems or service failures could have a material adverse effect on our business, financial condition and results of operations, due to, among other things, the loss of client or proprietary data, interruptions or delays in our clients’ businesses and damage to our reputation. In addition, the failure or disruption of our systems, communications, vendors, or utilities could cause us to interrupt or suspend our operations, which could have a material adverse effect on our business, financial condition and results of operations. In addition, if our employees inadvertently do not adhere to appropriate information security protocols, our protocols are inadequate, or our employees intentionally avoid these protocols, our or our clients’ sensitive information may be released, thereby causing significant negative impacts to our reputation and exposing us or our clients to liability. Any of these events can damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.Factors

31Negative conditions in the credit and financial markets and delays in receiving client payments could result in liquidity problems, increasing our cost of borrowing and adversely affecting our business.

WeAlthough we finance much of ~~rely~~our operations using cash provided by operations, at times we depend on ~~third-party~~the ~~internal~~availability of credit to grow our business and ~~outsourced~~help ~~software~~fund acquisitions. Instability in the credit markets in the U.S. or abroad could cause credit to ~~run~~be ~~our~~relatively ~~critical~~difficult ~~accounting~~or expensive to obtain at competitive rates, ~~project~~on ~~management~~commercially ~~and~~reasonable ~~financial~~terms ~~information~~or ~~systems~~in sufficient amounts. This situation could make it more difficult or more Asexpensive afor ~~result~~us to access funds, ~~any~~refinance ~~sudden~~our ~~loss~~existing indebtedness, ~~disruption~~enter into agreements for new indebtedness or ~~unexpected~~obtain ~~costs~~funding through the issuance of securities, or such additional capital may not be available on terms acceptable to ~~maintain~~us ~~these~~or ~~systems~~at ~~could~~all. ~~significantly~~We ~~increase~~may ~~our~~also ~~operational~~enter ~~expense~~into business acquisition agreements that require us to access credit, which if not available at the closing of the acquisition could result in a breach of the acquisition agreement and ~~disrupt~~a resulting claim for damages by the ~~management~~sellers of such business. In addition, market conditions could negatively impact our clients’ ability to fund their projects and, therefore, utilize our services, which could have a material adverse impact on our business, financial condition and results of operations.

~~We rely~~Some onof ~~third-party~~our ~~software~~customers, tosuppliers and ~~run~~subcontractors ~~our~~depend ~~critical~~on ~~accounting,~~access ~~project~~to ~~management~~commercial financing and ~~financial~~capital ~~information~~markets ~~systems~~to fund their operations. WeDisruptions ~~also~~in ~~depend~~the oncredit or capital markets could adversely affect our ~~software~~clients’ ~~vendors~~ability to ~~provide~~finance ~~long-term~~projects ~~software~~and ~~maintenance~~could ~~support~~result ~~for~~in ~~our~~contract ~~information~~cancellations ~~systems~~or suspensions, project delays and payment delays or defaults by our clients. ~~Software~~In ~~vendors~~addition, clients may ~~decide~~be unable to ~~discontinue further~~fund ~~development~~new projects, ~~integration~~may choose to make fewer capital expenditures or ~~long-term~~otherwise ~~software~~slow ~~maintenance~~their ~~support~~spending ~~for~~on our ~~information~~services ~~systems,~~or into ~~which~~seek ~~case~~contract weterms ~~may~~more ~~need~~favorable to them. Our ~~abandon~~government ~~one~~clients ormay ~~more~~face ofbudget ~~our~~deficits ~~current~~that ~~information~~prohibit ~~systems~~them from funding proposed and ~~migrate~~existing ~~some~~projects or ~~all~~that ofcause them to exercise their right to terminate our ~~accounting,~~contracts ~~project~~with ~~management~~little ~~and~~or ~~financial~~no ~~information to~~prior ~~other~~notice. ~~systems~~In addition, ~~thus~~any ~~increasing~~financial difficulties suffered by our ~~operational~~subcontractors or ~~expense~~suppliers ascould ~~well~~increase asour ~~disrupting~~cost ~~the~~or ~~management~~adversely ofimpact project schedules. These disruptions could materially negatively impact our backlog and have a material adverse impact on our business, financial condition and results of operations.

~~Changes in~~Cybersecurity ~~tax~~breaches ~~laws~~of ~~could increase~~ our ~~tax~~systems ~~rate~~ and ~~materially~~information technology ~~affect~~could adversely impact our ~~results~~ability ofto ~~operations~~operate.

We need to protect our own and our clients’ internal trade secrets and other confidential business information from disclosure. We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyberattacks and other security problems and system disruptions, including possible unauthorized access to our and our clients’ proprietary, classified or confidential information. We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems. We have devoted and will continue to devote significant resources to the security of our computer systems, but they are ~~subject~~still vulnerable to ~~tax~~these ~~laws~~threats. A user who circumvents security measures can misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. As a result, we can be required to expend significant resources to protect against the Uthreat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches.S. ItThere ishas ~~not~~been ~~currently~~an ~~known~~overall ~~what~~increase ~~changes~~in ~~Congress,~~the ~~working~~frequency ~~with~~and sophistication of the ~~President~~cyber and security threats we face, ~~may~~with ~~make~~attacks ranging from those common to ~~existing~~businesses ~~tax~~generally ~~laws~~to those that are more advanced and ~~how~~persistent, ~~those~~which ~~changes~~may target us because we hold sensitive information. As a result, we and our vendors face a heightened risk of ~~(if~~a ~~any)~~security breach or disruption resulting from an attack by computer hackers, foreign governments, and cyber terrorists. While we put in place policies, controls and technologies to help detect and protect against such attacks, we cannot guarantee that future incidents will ~~affect~~not occur, and if an incident does occur, we may not be able to successfully mitigate the ~~economy~~impact. We have been the target of these types of attacks in the past and future attacks are likely to occur. If successful, these types of attacks on our network or other systems or service failures could have a material adverse effect on our business, financial condition and results of operations, due to, among other things, the loss of client or proprietary data, interruptions or delays in our clients’ businesses and damage to our reputation. In addition, the failure or disruption of our systems, communications, vendors, or utilities could cause us to interrupt or suspend our operations, which could have a material adverse effect on our business, financial condition and ~~cash~~results ~~flows~~of operations. ~~These~~In ~~and~~addition, ~~other~~if our ~~changes~~employees ininadvertently do not adhere to appropriate information security protocols, our protocols are inadequate, or our employees ~~tax~~intentionally ~~laws~~avoid these protocols, our or our clients’ sensitive information may be released, thereby causing significant negative impacts to our reputation and ~~regulations~~exposing ~~could~~us ~~increase~~or our ~~effective~~clients ~~tax~~to ~~rate~~liability. Any of these events can damage our reputation and ~~harm~~have a material adverse effect on our business, financial condition, results of operations and cash flows.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~31

~~None~~We rely on third-party internal and outsourced software to run our critical accounting, project management and financial information systems. As a result, any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management of our business operations.

~~ITEM~~We rely on third-party software 2to run our critical accounting, project management and financial information systems. ~~PROPERTIES~~We also depend on our software vendors to provide long-term software maintenance support for our information systems. Software vendors may decide to discontinue further development, integration or long-term software maintenance support for our information systems, in which case we may need to abandon one or more of our current information systems and migrate some or all of our accounting, project management and financial information to other systems, thus increasing our operational expense as well as disrupting the management of our business operations.

~~Our principal~~Changes ~~executive~~in ~~office,~~tax ~~which~~laws iscould ~~leased,~~increase isour ~~located~~tax rate atand ~~13215~~materially ~~Bee~~affect ~~Cave~~our ~~Parkway,~~results ~~Building~~of ~~B, Suite 230, Austin, Texas 78738~~operations.

~~ITEM~~We are subject to tax laws in 3the U.S. ~~LEGAL~~It ~~PROCEEDINGS~~is not currently known what changes Congress, working with the President, may make to existing tax laws and how those changes (if any) will affect the economy, our business, results of operations, financial condition and cash flows. These and other changes in tax laws and regulations could increase our effective tax rate and harm our results of operations.

~~From~~ITEM ~~time to time, we are subject to various legal proceedings that arise out of our normal course of business or otherwise~~1B. WeUNRESOLVED ~~are~~STAFF not currently a party to any legal proceedings that, individually or in the aggregate, are expected to materially impact our business, financial position, results of operations and cash flows, taken as a whole.COMMENTS

~~ITEM 4~~None. ~~MINE SAFETY DISCLOSURES~~

~~Not~~ITEM ~~applicable~~2. PROPERTIES

32Our principal executive office, which is leased, is located at 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738. We do not own any significant real property. We currently operate out of approximately 126 leased locations. Our lease terms vary from month-to-month to multi-year commitments. We do not consider any of these leased properties to be materially important to our overall operations.

~~PART~~ITEM II3. LEGAL PROCEEDINGS

~~ITEM~~From time to time, we are subject 5to various legal proceedings that arise out of our normal course of business or otherwise. ~~MARKET~~We ~~FOR~~are ~~REGISTRANT’S~~not ~~COMMON~~currently ~~EQUITY~~a party to any legal proceedings that, ~~RELATED~~individually ~~STOCKHOLDER~~or ~~MATTERS~~in ~~AND~~the ~~ISSUER~~aggregate, ~~PURCHASES~~are OFexpected ~~EQUITY~~to ~~SECURITIES~~materially impact our business, financial position, results of operations and cash flows, taken as a whole.

~~Market~~ITEM ~~Information~~4. MINE SAFETY DISCLOSURES

~~Our Class~~Not ~~A common stock is listed on the Nasdaq under the symbol “ATCX~~applicable.”

~~Holders of Record~~32

~~As of March 14, 2022, there~~PART ~~were approximately 47 holders of record of our Class A common stock and 67 holders of record of our Class B common stock.~~II

~~Dividends~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

WeMarket have not paid any cash or stock dividends on our Class A common stock to date. The payment of dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board at such time and the Board is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Further, under the terms of our debt agreements, our ability to declare dividends is restricted.Information

~~Unregistered~~Our Class A common stock ~~Sales~~is listed on the Nasdaq under the symbol “ATCX.”. On March 13, 2023, the closing price per share of ~~Equity~~our ~~Securities~~Common Stock as reported on the Nasdaq was $12.12.

~~None.~~Holders of Record

~~Purchases~~As of March 13, 2023, there were approximately 44 holders of ~~Equity~~record ~~Securities~~of byour ~~the~~Class ~~Issuer~~A common stock and ~~Affiliated~~56 ~~Purchasers~~holders of record of our Class B common stock.

~~Neither we, nor any affiliated purchaser, purchased any of our equity securities during the quarter ended December 31, 2021.~~ Dividends

~~ITEM~~We have not paid any cash or 6stock dividends on our Class A common stock to date. ~~[reserved]~~The payment of dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board at such time and the Board is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Further, under the terms of our debt agreements, our ability to declare dividends is restricted.

~~Part~~Unregistered ~~II,~~Sales ~~Item~~of 6Equity ~~is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K that eliminate Item 301.~~Securities

~~ITEM 7~~None. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~The following~~Purchases discussion and analysis should be read in conjunction with our audited financial statements and accompanying notes included herein. This discussion contains “forward-looking statements” within the meaning of ~~the~~Equity ~~Private~~ Securities ~~Litigation~~by Reform Act of 1995. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results or financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. Actual results and the ~~timing~~Issuer of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, economic and ~~competitive conditions, regulatory changes and other uncertainties, as well as those factors included in this Annual Report on Form~~ ~~10-K,~~Affiliated all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements.Purchasers

~~For purposes~~Neither ~~of this section, “~~we,” ~~“us,”~~nor ~~“our,”~~any ~~the “Company” and “Atlas” refers~~affiliated ~~to Atlas Technical Consultants~~purchaser, ~~Inc.~~purchased ~~(formerly~~any named Boxwood Merger Corp.) and its subsidiaries. The Atlas Business Combination (as defined below) was accounted for as a reverse recapitalization where the Company was the legal acquirer but treated as the accounting acquiree. All references to operations prior to the Atlas Business Combination reflect the results of ~~Atlas~~our ~~Intermediate~~equity ~~Holdings~~securities ~~LLC,~~during ~~a Delaware limited liability company (“Atlas Intermediate”) and its subsidiaries. Since Atlas Intermediate was determined to be~~ the ~~accounting~~ ~~acquirer,~~quarter ~~the~~ended ~~information~~December ~~included below will include the results of Atlas Intermediate and its subsidiaries through the Atlas Business Combination and will include the Company~~30, ~~including Atlas Intermediate, for transactions occurring after the Atlas Business Combination~~2022.

33ITEM 6. [reserved]

~~OVERVIEW~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Atlas~~The following discussion ~~Technical~~and ~~Consultants,~~analysis ~~Inc.~~should ~~(the~~be ~~“Company”,~~read ~~“We”,~~in orconjunction ~~“Atlas”~~with ~~and~~our ~~formerly~~audited ~~named~~financial ~~Boxwood~~statements ~~Merger~~and ~~Corp~~accompanying notes included herein. This discussion (contains “~~Boxwood~~forward-looking statements”)) ~~was~~within athe ~~blank~~meaning ~~check~~of ~~company,~~the ~~incorporated~~Private Securities Litigation Reform Act of 1995. All statements contained in ~~Delaware~~this Annual Report on ~~June~~Form 2810-K other than statements of historical fact, ~~2017.~~including ~~The~~statements ~~Company~~regarding ~~was~~our ~~formed~~future operating results or financial position, our business strategy and plans, and our objectives for ~~the~~future ~~purpose~~operations, are forward-looking statements. Actual results and the timing of ~~acquiring,~~events ~~through~~may differ materially from those contained in these forward-looking statements due to a ~~merger,~~number of ~~capital~~factors. ~~stock~~Factors ~~exchange~~that could cause or contribute to such differences include, ~~asset~~but ~~acquisition~~are not limited to, ~~stock~~economic ~~purchase~~and competitive conditions, regulatory ~~reorganization~~changes and other uncertainties, ~~recapitalization~~as well as those factors included in this Annual Report on Form 10-K, orall ~~other~~of which are difficult ~~similar~~to ~~business~~predict. ~~transaction~~In light of these risks, ~~one~~uncertainties orand ~~more~~assumptions, ~~operating~~the ~~businesses~~forward-looking orevents ~~assets~~discussed may not occur. We assume no obligation to update any of these forward-looking statements.

~~On February~~For ~~14,~~purposes ~~2020~~of ~~(the~~this section, “~~Closing~~we,” ~~Date~~“us,”) “our,” the “Company” ~~consummated~~and ~~its acquisition of~~ “Atlas” ~~Intermediate~~refers ~~pursuant~~ to ~~the~~Atlas ~~Unit Purchase~~Technical ~~Agreement~~Consultants, Inc. ~~dated~~(formerly asnamed ofBoxwood ~~August~~Merger ~~12,~~Corp.) ~~2019,~~and asits ~~amended~~subsidiaries. onThe ~~January~~Atlas ~~22,~~Business ~~2020~~Combination (~~the~~as ~~“Purchase~~defined ~~Agreement”~~below), bywas ~~and~~accounted ~~among~~for as a reverse recapitalization where the Company, ~~Atlas~~was TCthe ~~Holdings~~legal ~~LLC,~~acquirer abut ~~wholly-owned~~treated ~~subsidiary~~as of the ~~Company~~accounting ~~and~~acquiree. aAll ~~Delaware~~references ~~limited~~to ~~liability~~operations prior ~~company~~to ~~(“Holdings”),~~ the Atlas TCBusiness ~~Buyer~~Combination ~~LLC,~~reflect athe ~~wholly-owned~~results ~~subsidiary~~ of Atlas Intermediate Holdings ~~and~~LLC, a Delaware limited liability company, (“Atlas Intermediate”) and its subsidiaries. Since Atlas ~~Technical Consultants~~Intermediate ~~Holdings~~was ~~LP,~~determined ato ~~Delaware~~be ~~limited~~the ~~partnership~~accounting (acquirer, the ~~“Seller”).~~information included ~~The~~below ~~acquisition~~will include the results of Atlas Intermediate ~~pursuant~~and ~~to the~~its ~~Purchase~~subsidiaries ~~Agreement~~through ~~together with~~ the ~~other~~Atlas ~~transactions~~Business ~~contemplated~~Combination byand will include the ~~Purchase~~Company, ~~Agreement~~including isAtlas ~~referred~~Intermediate, tofor ~~herein~~transactions asoccurring after the “Atlas Business Combination.”

~~Following the~~This ~~consummation~~section of ~~the~~this Form ~~Atlas~~10-K ~~Business~~generally ~~Combination,~~discusses we2022 ~~are~~and ~~organized~~2021 initems anand ~~“Up~~year-C”to-year ~~structure~~comparisons inbetween ~~which~~2022 ~~the business of Atlas Intermediate~~ and ~~its~~2021. ~~subsidiaries~~Discussions isof ~~held~~2020 byitems ~~Holdings~~ and ~~continues~~ year-to-year comparisons ~~operate~~between ~~through~~2021 ~~the~~and ~~subsidiaries~~2020 ofthat ~~Atlas~~are ~~Intermediate,~~not ~~and~~included in ~~which~~ ~~our~~this ~~only~~Form ~~direct~~10-K ~~assets~~can ~~consist~~be offound ~~common~~in ~~units of Holdings (the~~ “~~Holdings~~Management’s ~~Units”).~~Discussion Weand ~~are~~Analysis of ~~the~~Financial ~~sole~~Condition ~~manager~~and Results of ~~Holdings~~ Operations” in ~~accordance~~Part ~~with~~II, ~~the~~Item ~~terms~~7 of the ~~Amended and Restated Limited Liability~~ Company’s ~~Agreement~~Annual ofReport ~~Holdings~~on ~~entered~~Form ~~into~~10-K infor ~~connection with~~ the fiscal ~~consummation~~year ofended ~~the~~December ~~Atlas~~31, ~~Business Combination~~2021.

Headquartered in Austin, Texas, we are a leading provider of professional testing, inspection, engineering, environmental, program management and consulting services, offering solutions to public and private sector clients in the transportation, commercial, water, government, education, industrial, healthcare and power markets. With approximately 145 offices located throughout the United States, we provide a broad range of mission-critical technical services, helping our clients test, inspect, certify, plan, design and manage a wide variety of projects across diverse end markets. For the year ended December 31, 2021, we:33

~~● performed approximately 40,500 projects, with average revenue per project of less than $10,000 or less; and~~OVERVIEW

●Atlas ~~delivered~~Technical ~~approximately~~Consultants, Inc. ~~90%~~(the of“Company”, ~~our projects under~~ “~~time~~We”, &or ~~materials~~“Atlas” and formerly named Boxwood Merger Corp. (“~~cost-plus~~Boxwood”)) was ~~contracts~~a blank check company, incorporated in Delaware on June 28, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or assets.

WeOn ~~act~~February as14, a2020 ~~trusted~~(the ~~advisor~~“Closing Date”), the Company consummated its acquisition of Atlas Intermediate pursuant to ~~our~~the ~~clients~~Unit Purchase Agreement, ~~helping~~dated ~~our~~as ~~clients~~of ~~design~~August 12, ~~engineer~~2019, ~~inspect~~as amended on January 22, ~~manage~~2020 ~~and~~(the ~~maintain~~“Purchase ~~civil~~Agreement”), by and ~~commercial~~among ~~infrastructure~~the Company, ~~servicing~~Atlas ~~the~~TC Holdings LLC, a wholly-owned ~~existing~~subsidiary ~~structures~~of asthe ~~well~~Company asand ~~helping~~a toDelaware ~~build~~limited ~~new~~liability ~~structures.~~company ~~However~~(“Holdings”), weAtlas doTC ~~not~~Buyer ~~perform~~LLC, ~~any~~a ~~construction~~wholly-owned subsidiary of Holdings and a Delaware limited liability company, Atlas Intermediate and doAtlas ~~not~~Technical ~~take~~Consultants ~~any~~Holdings ~~direct~~LP, a Delaware limited ~~construction~~partnership ~~risk~~(the “Seller”). The acquisition of Atlas Intermediate pursuant to the Purchase Agreement together with the other transactions contemplated by the Purchase Agreement is referred to herein as the “Atlas Business Combination.”

~~For~~Following the ~~year~~consummation ~~ended December~~of ~~31,~~the ~~2021~~Atlas Business Combination, we: are organized in an “Up-C” structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and continues to operate through the subsidiaries of Atlas Intermediate, and in which our only direct assets consist of common units of Holdings (the “Holdings Units”). We are the sole manager of Holdings in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Holdings entered into in connection with the consummation of the Atlas Business Combination.

●Headquartered ~~performed~~in ~~approximately~~Austin, Texas, 40we are an infrastructure and environmental solutions company and a provider of professional testing,~~500~~ ~~projects~~inspection, ~~with~~engineering, environmental, ~~average~~program ~~revenue~~management ~~per~~and ~~project~~consulting ofservices, ~~less~~offering ~~than~~solutions ~~$10~~to public and private sector clients in the transportation,~~000~~ commercial, orwater, ~~less;~~government, education, industrial, healthcare and power markets.

●With ~~delivered~~ approximately ~~90%~~126 offices located throughout the United States, we provide a broad range of mission-critical technical services, helping our ~~projects~~clients ~~under~~test, inspect, ~~“time~~plan, &design, ~~materials”~~certify and ~~“cost-plus”~~manage ~~contracts~~a wide variety of projects across diverse end markets.

We ~~have~~ ~~long-term~~act ~~relationships~~as ~~with~~ a ~~diverse~~trusted ~~set~~advisor to ofour clients, ~~providing~~helping aour ~~base~~clients ofdesign, ~~repeating~~engineer, ~~clients~~inspect, ~~projects~~manage and ~~revenues.~~maintain ~~Approximately 90%~~civil ~~of our revenues are derived from projects that have used our services at least twice in the past three years~~ and ~~more~~commercial ~~than 95% of our revenues are generated from client relationships longer than 10 years~~infrastructure, ~~with~~servicing ~~greater than 25% of revenues generated from relationships~~existing ~~longer~~structures ~~than~~as 30well ~~years.~~as ~~Examples~~helping ofto ~~such~~build ~~long-term~~new ~~customers include the Texas and Georgia Departments of Transportation, U~~structures.S. ~~Postal Service~~However, ~~Gwinnett~~ ~~County~~we ~~Georgia,~~do ~~New~~not ~~York~~perform ~~City~~any ~~Housing~~construction ~~Authority,~~and ~~Stanford~~do ~~University,~~not ~~Port~~take ofany ~~Oakland,~~direct ~~United Rentals, Inc., Speedway, Walmart,~~construction ~~Inc~~risk.~~, and Apple Inc.~~

~~Our broad~~We ~~base~~provide ~~of customers spans~~ a ~~diverse~~broad ~~set~~ range of ~~end~~mission-critical technical ~~markets including the transportation~~services, ~~commercial,~~ranging ~~water,~~from ~~government,~~providing ~~education,~~inspection ~~industrial, healthcare~~services ~~and~~in ~~power~~small ~~sectors.~~projects ~~Our~~to ~~customers~~managing ~~include~~significant ~~government~~aspects of ~~agencies~~large, ~~quasi~~multi-~~public~~year projects. ~~entities,~~For ~~schools,~~the ~~hospitals,~~year ~~utilities~~ended ~~and~~December ~~airports~~30, as ~~well~~2022, ~~as private sector clients across many industries.~~we:

~~Our services~~● ~~require~~performed a high degree of technical expertise, as our clients rely on us to provide testing, inspection and quality assurance services to ensure that structures are designed, engineered, built and maintained in accordance with building codes, regulations and the highest safety standards. As such, our services are delivered by a highly-skilled, technical employee base that includes scientists, engineers, inspectors and other field experts. As of December 31, 2021, our technical staff represented approximately ~~80% of our approximately 3~~40,~~450~~500 ~~employees.~~projects; ~~Our services are typically provided under contracts, some of which are long-term with long lead times between when contracts are signed~~ and when our services are performed. As such, we have a significant amount of contracted backlog, providing for a high degree of visibility with respect to revenues expected to be generated from such backlog. As of December 31, 2021, our contracted backlog was estimated to be approximately $808 million. See “—Backlog” below for additional information relating to our backlog.

34● delivered approximately 90% of our revenue under “time & materials” and “cost-plus” contracts.

~~COVID~~We have long-19term relationships ~~Pandemic~~with a diverse set of clients, providing a base of repeating clients, projects and revenues. Approximately 90% of our revenues were derived from clients that have used our services at least twice in the past three years and more than 95% of our revenues were generated from client relationships longer than ten years, with greater than 25% of revenues generated from relationships longer than thirty years. Examples of such long-term customers include the Texas and Georgia Departments of Transportation, U.S. Postal Service, Gwinnett County Georgia, New York City Housing Authority, Stanford University, Port of Oakland, United Rentals, Inc., Speedway (7-Eleven), Walmart Inc., Caltrans, Sound Transit, Phillips 66 and Google.

~~See~~Our services require a high ~~Note~~degree 14of ~~“COVID~~technical –expertise, 19as ~~Pandemic”~~our clients rely on us to provide testing, inspection and quality assurance services to ensure that structures are designed, engineered, built and maintained in accordance with building codes, regulations and the ~~Consolidated~~highest ~~Financial~~safety ~~Statements~~standards. As ~~for~~such, our services are delivered by a ~~discussion~~highly-skilled, technical employee base that includes engineers, inspectors, scientists and other field experts. As of ~~the~~December ~~COVID~~30, 2022, our technical staff represented nearly 85% of our approximately 3,450 employees. Our services are typically provided under contracts, some of which are long-19term with ~~Pandemic~~long lead times between when contracts are signed and when our services are performed. As such, we have a significant amount of contracted backlog, providing for a high degree of visibility with respect to revenues expected to be generated from such backlog. As of December 30, 2022, our contracted backlog was estimated to be approximately $877 million. See “— Backlog” below for additional information relating to our backlog.

~~Recent Accounting Pronouncements~~ 34

~~See Note~~Recent ~~2 “Summary of Significant~~ Accounting ~~Policies,”~~Pronouncements ~~to the Consolidated Financial Statements for a description of the recent accounting pronouncements.~~

~~HOW~~See Note 2 “Summary of WESignificant ~~EVALUATE~~Accounting ~~OUR~~Policies,” ~~OPERATIONS~~to the Consolidated Financial Statements for a description of the recent accounting pronouncements.

~~We use~~HOW aWE ~~variety~~EVALUATE ofOUR financial and other information in monitoring the financial condition and operating performance of our business. Some of this information is financial information that is prepared in accordance with generally accepted accounting principles (“GAAP”), while other information may be financial in nature and may not be prepared in accordance with GAAP. Historical information is periodically compared to budgets, as well as against industry-wide information. We use this information for planning and monitoring our business, as well as in determining management and employee compensation.OPERATIONS

We use a variety of financial ~~evaluate~~and ~~our~~other ~~overall~~information ~~business~~in ~~performance~~monitoring ~~based~~the ~~primarily~~financial oncondition aand ~~combination~~operating performance of ~~four~~our business. Some of this information is financial information ~~metrics:~~that ~~revenue,~~is ~~backlog~~prepared in accordance with generally accepted accounting principles (“GAAP”), ~~adjusted~~while ~~EBITDA~~other information ~~and~~may ~~liquidity~~be ~~measures.~~financial ~~These~~in ~~are~~nature ~~key~~and ~~measures~~may ~~used~~not bybe ~~our~~prepared ~~management~~in ~~team~~accordance ~~and~~with ~~Board~~GAAP. toHistorical ~~understand~~information ~~and~~is ~~evaluate~~periodically ~~our~~compared ~~operational~~to ~~performance~~budgets, toas ~~establish~~well ~~budgets~~as ~~and~~against toindustry-wide ~~develop~~information. ~~short~~We use this information for planning and ~~long-term~~monitoring ~~operational~~our ~~goals~~business, as well as in determining management and employee compensation.

~~Revenue~~We evaluate our overall business performance based primarily on a combination of four financial metrics: revenue, backlog, adjusted EBITDA and liquidity measures. These are key measures used by our management team and Board to understand and evaluate our operational performance, to establish budgets and to develop short and long-term operational goals.

Revenues for services are derived from billings under contracts (which are typically of short duration) that provide for specific time, material and equipment charges, or lump sum payments and are reported net of any taxes collected from customers. We recognize revenue as it is earned at estimated collectible amounts.Revenue

~~Revenue is~~Revenues ~~recognized~~for as services are ~~performed~~derived from ~~and~~billings ~~amounts~~under ~~are~~contracts ~~earned~~(which inare ~~accordance~~typically ~~with the terms~~ of ashort ~~contract.~~duration) Wethat ~~generally~~provide ~~contract~~ for ~~services~~ tospecific ~~customers based on either hourly rates or a fixed fee. In such contracts, our efforts, measured by~~ time ~~incurred~~, ~~typically are~~material ~~provided in less than a year~~ and ~~represent~~equipment ~~the contractual milestones or output measure~~charges, ~~which is the contractual earnings pattern.~~ ~~For~~or ~~contracts~~lump ~~with~~sum ~~fixed~~payments ~~fees, we recognize revenues as amounts become billable in accordance with contract terms, provided the billable amounts are consistent with the services delivered~~ and are ~~earned.~~reported ~~Expenses~~net ~~associated with performance~~ of ~~work may be reimbursed with a markup depending on contractual terms. Revenues include the markup, if~~ any, ~~earned~~taxes oncollected ~~reimbursable~~from ~~expenses~~customers. ~~Reimbursements~~We ~~include billings~~recognize ~~for~~revenue ~~travel and other out-of-pocket expenses and third-party costs, such~~ as ~~equipment~~it ~~rentals, materials, subcontractor costs and outside laboratories, which~~ is ~~included~~earned inat ~~cost~~estimated ~~of revenues in the accompanying combined statement of income~~collectible amounts.

~~Backlog~~Revenue is recognized as services are performed and amounts are earned in accordance with the terms of a contract. We generally contract for services to customers based on either hourly rates or a fixed fee. In such contracts, our efforts, measured by time incurred, typically are provided in less than a year and represent the contractual milestones or output measure, which is the contractual earnings pattern. For contracts with fixed fees, we recognize revenues as amounts become billable in accordance with contract terms, provided the billable amounts are consistent with the services delivered and are earned. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms. Revenues include the markup, if any, earned on reimbursable expenses. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as equipment rentals, materials, subcontractor costs and outside laboratories, which is included in cost of revenues in the accompanying combined statement of income.

Effective for the quarter ended April 2, 2021, we define backlog to include the total estimated future revenue streams associated with fully executed contracts as well as an estimate of highly probable revenues from recurring, task order-based contracts. As we integrate our acquisitions, we have standardized the backlog definition. Previously we defined backlog as fully awarded and contract work or revenue we expect to realize for work completed. Had we not refined our definition of backlog, our backlog as of April 2, 2021 would have been $640 million versus the $689 million we reported as of that date.Backlog

We ~~use~~ define backlog to ~~evaluate~~include the ~~Company~~total ~~revenue~~estimated ~~growth~~future asrevenue itstreams ~~typically~~associated ~~follows~~with ~~growth~~fully inexecuted ~~backlog.~~contracts Asas ~~backlog~~well isas ~~not~~an aestimate ~~defined accounting term, our computation~~ of ~~backlog~~highly ~~may~~probable ~~not~~revenues from berecurring, ~~comparable~~task ~~with~~order-based ~~that of our peers~~contracts.

~~Adjusted~~We use backlog to evaluate Company ~~EBITDA~~revenue growth as it typically follows growth in backlog. As backlog is not a defined accounting term, our computation of backlog may not be comparable with that of our peers.

~~We view~~Adjusted ~~adjusted~~ EBITDA, which is a non-GAAP financial measure, as an important indicator of performance. We define adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization and adjustments for certain one- time or non-recurring items adjustments. For more information on adjusted EBITDA, as well as a reconciliation to the most directly comparable GAAP measure, please see “—Non-GAAP Financial Measures” below.

35We view adjusted EBITDA, which is a non-GAAP financial measure, as an important indicator of performance. We define adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization and adjustments for certain one- time or non-recurring items adjustments. For more information on adjusted EBITDA, as well as a reconciliation to the most directly comparable GAAP measure, please see “—Non-GAAP Financial Measures” below.

~~COMPONENTS AND FACTORS AFFECTING OUR OPERATING RESULTS~~35

~~Revenue~~COMPONENTS AND FACTORS AFFECTING OUR OPERATING RESULTS

We generate revenue primarily by providing infrastructure-based testing, inspection, certification, engineering, and compliance services to a wide range of public- and private-sector clients. Our revenue consists of both services provided by our employees and pass-through fees from subcontractors and other direct costs.Revenue

~~Cost~~We generate revenue primarily by providing infrastructure-based testing, inspection, certification, engineering, and compliance services to a wide range of ~~Revenue~~public- and private-sector clients. Our revenue consists of both services provided by our employees and pass-through fees from subcontractors and other direct costs.

~~Cost of~~Subcontractor ~~revenue~~Costs ~~reflects~~and ~~the~~Other ~~cost~~Costs of ~~personnel and specifically identifiable costs associated with revenue.~~Revenues

~~Operating~~Total costs of revenues reflects ~~Expense~~subcontractor costs, the cost of personnel and specifically identifiable costs associated with revenue, and other direct costs.

Operating ~~expense~~ ~~includes corporate expenses, including personnel, occupancy, and administrative expenses, including depreciation and amortization.~~Expense

~~Interest~~Total operating expense includes ~~Expense~~corporate expenses, including personnel, occupancy, and administrative expenses, including depreciation and amortization and changes in fair value of contingent consideration.

Interest ~~expense~~ ~~consists of contractual interest expense on outstanding debt obligations including amortization of deferred financing costs and other related financing expenses.~~Expense

~~Income~~Interest expense consists of ~~Tax~~contractual ~~Expense~~interest expense on outstanding debt obligations including amortization of deferred financing costs and other related financing expenses.

~~Following the~~Income ~~consummation~~Tax of the Atlas Business Combination, we are organized in an “Up-C” structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which our only direct assets consist of common units of Holdings. We are the sole manager of Holdings in accordance with the terms of the Holdings LLC Agreement entered into in connection with the consummation of the Atlas Business Combination.Expense

~~Previously, Atlas~~Following ~~Intermediate~~the ~~was~~consummation ~~treated~~of the asAtlas aBusiness ~~partnership~~Combination, ~~for~~we ~~federal~~are ~~and~~organized ~~state~~in ~~income~~an ~~tax~~“Up-C” ~~purposes~~structure ~~with~~in ~~all~~which ~~income~~the ~~tax~~business ~~liabilities and/or benefits~~ of ~~the~~Atlas ~~Company~~Intermediate ~~being~~and ~~passed~~its subsidiaries ~~through~~is toheld ~~the~~by ~~partners~~Holdings and ~~members.~~will Ascontinue ~~such,~~to nooperate ~~recognition~~through the subsidiaries of ~~federal~~Atlas orIntermediate, ~~state~~and ~~income~~in ~~taxes~~which ~~have~~our ~~been~~only ~~provided~~direct ~~for~~assets inconsist ~~the~~of ~~accompanying~~common ~~consolidated~~units ~~financial~~of ~~statements~~Holdings. ~~with~~We are the ~~exception~~sole manager of ~~income~~Holdings ~~taxes~~in ~~relating~~accordance towith the ~~C-Corp~~terms ~~subsidiaries~~of ~~directly~~the Holdings LLC Agreement ~~owned~~entered byinto ~~Atlas~~in ~~Intermediate~~connection ~~and~~with the ~~State~~consummation of ~~Texas~~the ~~Margin~~Atlas ~~tax~~Business Combination.

~~Subsequent~~Previously, ~~to the~~ Atlas ~~Business~~Intermediate ~~Combination,~~was treated as a partnership for federal and state income ~~taxes~~tax ~~relating~~purposes towith ~~the~~all ~~C-Corps~~income ~~owned~~tax ~~directly~~liabilities byand/or ~~Atlas~~benefits ~~Intermediate,~~of the ~~State~~Company being ofpassed ~~Texas~~through ~~Margin~~to ~~tax~~the partners and ~~the~~members. ~~State~~As such, no recognition of ~~Washington~~ ~~Business~~federal ~~and~~or ~~Occupation~~state ~~tax~~income ~~are~~taxes ~~considered~~have ~~within~~been provided for in the ~~provision~~accompanying ofconsolidated ~~non-controlling~~financial ~~interest~~statements aswith itthe isexception ~~generated~~of ~~through~~income taxes relating to the ~~results~~ ofC-Corp subsidiaries directly owned by Atlas Intermediate and ~~its~~the ~~subsidiaries~~State of Texas Margin tax.

~~Net~~Subsequent to the Atlas Business ~~Income~~Combination, ~~(loss)~~income taxes relating to the C-Corps owned directly by Atlas Intermediate and the State of Texas Margin tax are considered within the provision of non-controlling interest as it is generated through the results of Atlas Intermediate and its subsidiaries.

Net ~~income~~ ~~from~~Income ~~continuing operations reflects our operating income after taking into account costs and expenses for a given period, while excluding any gain or~~ (loss) ~~from discontinued operations.~~

~~Provision~~Net income from continuing operations reflects our operating income after taking into account costs and expenses for ~~Non-controlling~~a ~~Interest~~given period, while excluding any gain or loss from discontinued operations.

~~Our ownership~~Provision ~~and~~for ~~voting~~Non-controlling structure are comprised of holders of our Class A common stock that participate 100% in the results of Atlas Technical Consultants, Inc. and 91.0% in Atlas Intermediate and its subsidiaries and holders of our Class B common stock that participate in the results of Atlas Intermediate and its subsidiaries until their Class B common stock is converted to Class A common stock. The holders of our Class B common stock participate in 9.0% of Atlas Intermediate and its subsidiaries. In connection with the Atlas Business Combination, it was determined that the results of Atlas Intermediate and its subsidiaries would be fully consolidated within the results of the Company.Interest

~~Due~~Our ownership and voting structure toare ~~the~~comprised ~~participation~~of holders of our Class A common stock that participate 100% in the results of Atlas Technical Consultants, Inc. and 96.6% in Atlas Intermediate and its subsidiaries and holders of our Class B common stock that participate in the results of Atlas Intermediate and its subsidiaries, auntil ~~non-controlling interest~~their ~~was~~Class ~~deemed~~B common stock is converted to ~~exist~~Class A common stock. ~~Consolidated~~In ~~net~~connection ~~income~~with ~~includes~~the ~~earnings~~Atlas ~~attributable~~Business toCombination, it ~~both~~was determined that the ~~shareholders~~results of Atlas Intermediate and its subsidiaries would be fully consolidated within the ~~non-controlling interests~~results of the Company.

36Due to the participation of the holders of our Class B common stock in the results of Atlas Intermediate and subsidiaries, a non-controlling interest was deemed to exist. Consolidated net income (loss) includes earnings attributable to both the stockholders and the non-controlling interests.

The provision for non-controlling interest relates to pre-tax income subsequent to the Atlas Business Combination and includes a pro-rata share of taxes as federal and state income taxes relating to the C-Corps directly owned by Atlas Intermediate, the State of Texas Margin tax, and the State of Washington Business and Occupation tax as it is generated through the results of Atlas Intermediate and its subsidiaries.36

~~Upon~~The ~~the~~provision ~~close~~for ~~of the Atlas~~non-controlling ~~Business~~interest ~~Combination,~~relates ~~the~~to ~~holders~~pre-tax ofincome ~~our~~subsequent ~~Class~~to Bthe ~~common~~Atlas ~~stock~~Business ~~participated~~Combination inand ~~80.6%~~includes ofa ~~the~~pro-rata ~~results~~share of ~~Atlas~~taxes ~~Intermediate~~as ~~and~~federal ~~its subsidiaries.~~and ~~This~~state ~~percentage~~income ~~has~~taxes ~~declined~~relating ~~since~~to the ~~Atlas~~C-Corps ~~Business~~directly ~~Combination~~owned ~~due~~by ~~to the exchange of~~ Atlas Intermediate ~~units, together with Class B common shares, for Class A common shares as contractual lock-ups have expired~~ and the ~~exchange~~State of ~~our~~Texas ~~public~~Margin ~~and~~tax ~~private~~as ~~placement~~it ~~warrants~~is generated ~~for~~through ~~Class~~the Aresults ~~common shares during November and December 2020 because~~ of ~~our~~Atlas ~~tender~~Intermediate ~~offer~~ and ~~warrant~~its ~~exchange~~subsidiaries.

~~Redeemable~~Upon the close of the Atlas ~~Preferred~~Business ~~Stock~~Combination, ~~Dividends~~the holders of our Class B common stock participated in 80.6% of the results of Atlas Intermediate and its subsidiaries. This percentage has declined since the Atlas Business Combination due to the exchange of Atlas Intermediate units, together with Class B common shares, for Class A common stock as contractual lock-ups have expired and the exchange of our public and private placement warrants for Class A common stock during November and December 2020 because of our tender offer and warrant exchange.

~~On February~~Redeemable 14, 2020, in connection with the consummation of the Atlas Business Combination, Holdings and GSO COF III AIV-2 LP (“GSO AIV-2”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which GSO AIV-2 purchased 145,000 units of a new class of Series A Senior Preferred ~~Units~~Stock of Holdings (the “Preferred Units”) at a price per Preferred Unit of $978.21, for an aggregate cash purchase price of $141,840,450, which represented a 2.179% original issue discount on the Preferred Units (such purchase, the “GSO Placement”).Dividends

~~The GSO~~On ~~Placement~~February ~~was~~14, ~~made~~2020, ~~pursuant~~in toconnection with the ~~exemption~~consummation ~~from~~of ~~registration~~the ~~contained~~Atlas inBusiness ~~Section~~Combination, 4Holdings and GSO COF III AIV-2 LP (a“GSO AIV-2”) entered into a subscription agreement (2the “Subscription Agreement”) pursuant to which GSO AIV-2 purchased 145,000 units of ~~the~~a ~~Securities~~new ~~Act~~class of ~~1933,~~Series asA ~~amended~~Senior Preferred Units of Holdings (the “~~Securities~~Preferred ~~Act~~Units”) at a price per Preferred Unit of $978.21, ~~and/or~~for ~~Regulation~~an Daggregate ~~promulgated~~cash ~~thereunder~~purchase price of $141,840,450, which represented a 2.179% original issue discount on the Preferred Units (such purchase, the “GSO Placement”).

~~On February~~The ~~25,~~GSO ~~2021,~~Placement ~~the~~was ~~Company,~~made inpursuant to ~~its capacity as~~ the ~~managing~~exemption ~~member~~from ofregistration ~~Holdings,~~contained ~~entered~~in ~~into~~Section ~~Amendment~~4(a)(2) ~~No.~~of ~~1 to~~ the ~~Holdings~~Securities ~~LLC Agreement~~Act ~~to allow Holdings, at the direction~~ of ~~the Board~~1933, toas ~~redeem~~amended ~~all~~ (the ~~Preferred~~“Securities ~~Units at any time using the proceeds from the~~Act”), ~~refinancing of the Atlas Credit Agreement~~ and/or ~~entry~~Regulation ~~into~~D ~~the~~promulgated ~~Atlas 2021 Credit Agreements~~thereunder.

On February 25, 2021, ~~following~~the Company, in its capacity as the ~~execution~~managing member of Holdings, entered into Amendment No. 1 to the Holdings LLC Agreement, ~~Holdings elected~~ to ~~redeem~~allow ~~all the 145~~Holdings,~~000~~ ~~Preferred~~at ~~Units~~the ~~then~~direction ~~outstanding~~of ~~and~~the ~~held by GSO AIV-2 for $1~~Board,~~084.96~~ ~~per~~to ~~Preferred~~redeem ~~Unit~~all ~~for a total redemption price~~ of ~~$157.4~~the ~~million which~~Preferred ~~included~~Units ~~dividends~~at ~~accrued~~any ~~for~~time asusing ~~of December 31, 2020 (~~the ~~“Redemption”).~~proceeds ~~Following~~from the ~~Redemption,~~refinancing ~~(i)~~of the ~~Preferred~~Atlas ~~Units~~Credit ~~are~~Agreement no(as ~~longer~~defined ~~deemed outstanding, (ii~~below) ~~all~~and ~~dividends~~entry oninto the ~~Preferred~~Credit ~~Units~~Agreements ~~ceased to accrue, and~~ (~~iii) all rights of the holders thereof~~ as ~~holders~~defined ~~of Preferred Units ceased and terminated, except for the right to receive payment under the Redemption~~below).

~~Net~~On February 25, 2021, following ~~Income~~the execution of Amendment No. 1 to the Holdings LLC Agreement, Holdings elected to redeem all of the 145,000 Preferred Units then outstanding and held by GSO AIV-2 for $1,084.96 per Preferred Unit for a total redemption price of $157.4 million which included dividends accrued for as of December 31, 2020 (~~loss~~the “Redemption”). ~~Attributable~~Following tothe ~~Class~~Redemption, A(i) ~~Common~~the ~~Stock~~Preferred Units are no longer deemed outstanding, (~~Previously~~ii) ~~Members~~all dividends on the Preferred Units ceased to accrue, and (iii) all rights of the holders thereof as holders of Preferred Units ceased and terminated, except for the right to receive payment under the Redemption.

Net ~~income~~ Income (loss) ~~attribution~~Attributable to ~~holders of our~~ Class A ~~common stock represents our results after the provision for non-controlling interest,~~Common ~~the~~Stock ~~effect~~(Previously ~~of all taxes under the Up-C structure for the period subsequent to the Atlas Business Combination, and dividends due on redeemable preferred stock.~~Members)

Net income (loss) ~~for~~attribution to ~~the~~holders ~~historical~~of our Class A common stock represents our results after the provision for non-controlling interest, the effect of ~~Atlas~~all ~~Intermediate~~taxes under ~~prior~~the Up-C structure for the period subsequent to the Atlas Business Combination, isand ~~also~~dividends ~~reported~~due ~~within~~on ~~this~~redeemable ~~line item~~preferred stock.

~~RESULTS~~Net income (loss) for the historical OFresults ~~OPERATIONS~~of Atlas Intermediate prior to the Atlas Business Combination are also reported within this line item.

~~Overview of Financial Results~~37

~~During the~~RESULTS ~~year~~OF ended December 31, 2021, we continued to integrate our businesses into the Atlas name and execute on our growth strategy by targeting accretive and deleveraging acquisitions that complement our existing platform and strengthen our position in select areas of the country. We closed both the acquisitions of Atlantic Engineering Laboratories of NY, Inc. (“AEL”) and O’Neill Service Group (“O’Neill”) in the second quarter. These firms will strengthen our position in the Northeast and Pacific Northwest, respectively.OPERATIONS

~~Our~~Overview ~~focus on providing environmental and other professional services without undertaking direct construction risk or having the carbon footprint~~ of aFinancial manufacturing entity provides a growing platform for us to assist our clients in addressing their ongoing Environmental, Social and Governance (“ESG”) objectives and maintaining compliance with local laws and regulations. Examples of projects awarded to us during the year end December 31, 2021 included an $11 million contract with the US Bureau of Reclamation and a $4 million contract with the City of Augusta, Georgia, a trend along with our infrastructure work that we expect to continue through 2021 and beyond.Results

37During the year ended December 30, 2022, we continued to execute on our growth strategy increasing revenues by 12% compared to the year ended December 31, 2021. Organic growth was 7% as we capitalize on strong market demand for infrastructure and environmental professional services, continue to win larger projects and benefit from our expanded service capabilities with two new acquisitions in 2022. We also maintained our gross margins rates compared to the prior year. As the Company grows, we continue to see economies of scale with our efficient overhead structure which has resulted in significantly higher operating income compared to the prior year.

InWe ~~addition~~are tofocusing ~~record~~on ~~liquidity~~providing ofinfrastructure ~~$50.7~~and ~~million~~environmental atprofessional ~~December~~services ~~31,~~without ~~2021,~~undertaking wedirect ~~had~~construction ~~strong~~risk. ~~operating~~Our ~~income~~environmental ~~this~~technical ~~year~~expertise continues ~~in comparison~~ to anposition ~~operating~~us ~~loss~~to ~~for~~assist ~~the~~our ~~prior~~clients ~~year as~~in weaddressing ~~benefited~~their ~~from~~ongoing ~~the~~Environmental, ~~acquisitions~~Social ~~we made during the latter part of 2020~~ and ~~early~~Governance ~~2021.~~(“ESG”) ~~We also saw a tempered rebound to pre-COVID~~objectives ~~levels~~and inmaintaining ~~our~~compliance ~~legacy operations. Last year’s operating loss was strongly impacted by the costs incurred~~ with ~~the~~local ~~Atlas~~laws ~~Business Combination~~ and ~~the reduction to our revenues resulting from COVID-19~~regulations.

~~However,~~Backlog wehas ~~incurred~~grown ~~higher~~to ~~interest expense charges in 2021 associated with the debt refinancing in February 2021. This year’s interest expense included~~ a record $~~15.2~~877 million ~~write-off~~driven ofby ~~deferred~~key ~~financing costs.~~transportation, ~~The~~government ~~debt refinancing simplified our capital structure~~ and ~~lowered~~power ~~our overall cost of capital~~contracts. ~~In the prior year, we had lower interest charges but incurred redeemable preferred stock dividends which were excluded from net income calculations.~~

We Merger have experienced an increase in our cost of revenues expressed as a percentage of revenues due to changes in our project mix and increased labor availability and wage pressures affecting our industry as well as the greater U.S. labor sector. We are actively managing and updating our rates with our customers to mitigate this in future periods as well as assessing our existing workforce and its flexibility to mitigate the impact of future variants to the COVID-19 virus.Agreement

~~Backlog~~On ~~has~~January ~~grown~~30, 2023, the Company entered into the Merger Agreement with Parent and the Merger Sub. Pursuant to ~~$808~~the Merger Agreement, Merger Sub will be merged ~~million~~with and into the Company, with ~~key~~the ~~wins~~Company ~~this~~continuing ~~year~~as ~~including:~~the surviving company in the Merger. Parent and Merger Sub are controlled by investment funds advised by GI Partners.

●The ~~$44~~Company’s ~~million~~board of ~~contract~~directors ~~for~~(the ~~program~~“Board”) ~~and~~has ~~construction~~unanimously ~~management~~determined ~~services~~that onthe aMerger ~~significant~~Agreement ~~project~~is ~~that~~in ~~will~~the ~~promote~~best ~~rail~~interests ~~accessibility~~of ~~between~~the ~~Manhattan~~Company and its ~~surrounding~~stockholders, ~~areas;~~and ●declared ~~$24~~it ~~million~~advisable, ~~contract with Georgia Department of Transportation~~ to ~~provide~~enter ~~statewide~~into ~~subsurface~~the ~~utility~~Merger ~~engineering~~Agreement ~~services;~~and ●consummate ~~$18~~the ~~million~~Merger, ~~contract~~approved ~~for~~and ~~construction~~declared ~~inspection services with~~ advisable the USMerger ~~Federal~~Agreement ~~Highway~~and ~~Administration;~~the ●transactions ~~$15~~contemplated ~~million~~thereby, ~~with~~including ~~TxDOT~~the ~~for~~Merger, ~~design~~directed ~~quality~~that ~~assurance on~~ the ~~Interstate~~adoption 35of ~~(“I-35”)~~the ~~Northeast~~Merger ~~expansion~~Agreement be ~~project;~~submitted ~~● $18 million~~ for ~~quality~~consideration ~~assurance~~by ~~and verification services with~~ the ~~California~~Company’s ~~Department~~stockholders ofat ~~Transportation~~a ~~(“Caltrans”);~~meeting thereof and ●resolved $8to ~~million~~recommend ~~contract~~that ~~with~~ the ~~Texas~~Company’s stockholders ~~Department~~adopt ~~of Transportation (“TxDOT”) for construction engineering and inspection services for~~ the ~~Odessa,~~Merger ~~Texas district~~Agreement.

These wins are indicative of the breadth of service offerings and the integration of our legacy companies with our acquisitions into a nationwide platform. For instance, the I-35 project will support a highly valued relationship with TxDOT by many of our legacy operating companies.Solicitation

~~Our~~From and after January 30, ~~stock~~2023, ~~was~~the ~~added~~Company asmust acomply ~~member~~with tocustomary non-solicitation restrictions, except that the ~~Russell~~Company ~~3000®~~may ~~Index~~engage ~~which~~in wediscussions, ~~believe~~negotiations and ~~reflects~~other onotherwise prohibited activities with any party from which the ~~progress~~Company wereceives ~~have~~an ~~made~~unsolicited incompeting ~~creating~~acquisition proposal ~~shareholder~~that ~~value~~the byBoard ~~delivering~~determines onconstitutes, ~~significant~~or ~~milestones,~~would ~~including~~reasonably ~~organic~~likely ~~growth~~lead to, ~~accretive~~a ~~acquisitions,~~Superior ~~and~~Proposal ~~optimization~~(as ofdefined ~~our~~in the Merger Agreement) and ~~capital~~if ~~structure~~the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties.

~~Consolidated~~Subject to certain exceptions, ~~Results~~the Board is required to recommend that the Company’s stockholders adopt the Merger Agreement and may not withhold, withdraw, amend, qualify or modify in a manner adverse to Parent such recommendation or take certain similar actions that are referred to in the Merger Agreement as a “Company Board Recommendation Change”. However, the Board may, before the adoption of ~~Operations~~the Merger Agreement by the Company’s stockholders, make a Company Board Recommendation Change in connection with a Superior Proposal or Intervening Event (as defined in the Merger Agreement) if the Company complies with certain notice and other requirements set forth in the Merger Agreement. Upon closing, the Company will no longer be a publicly traded company.

~~The following table represents our selected results of operations for the periods indicated (in thousands, except per share data).~~Financing

	For the Year Ended December 31,
	2021			2020
Revenues	$	538,799		$	468,217
Cost of revenues		(284,002	)		(245,714	)
Operating expenses		(227,161	)		(224,759	)
Operating income (loss)		27,636			(2,256	)
Interest expense		(54,817	)		(24,673	)
Loss before income taxes		(27,181	)		(26,929	)
Income tax expense		(2,524	)		(718	)
Net loss		(29,705	)		(27,647	)
Provision for non-controlling interest		13,216			16,558
Redeemable preferred stock dividends		(5,899	)		(16,161	)
Net loss attributable to Class A common stock shareholders/members	$	(22,388	)	$	(27,250	)
(Loss) Per Class A common share	$	(0.81	)	$	(0.93	)
Weighted average of shares outstanding:
Class A common shares (basic and diluted)		27,799,511			6,696,473

Funds advised by GI Partners each committed to provide capital to Parent with an equity contribution of $1,068,000,000, subject to the terms and conditions set forth in the equity commitment letter, and have each agreed to fund certain other obligations of Parent and Merger Sub in connection with the Merger, including payment of a termination fee of $45,750,000 from Parent, subject to the terms and conditions set forth in that certain limited guarantee agreement in favor of the Company. The net proceeds contemplated by the equity commitment letter will in the aggregate be sufficient for Parent and Merger Sub to pay the aggregate Per Share Price, the equity award consideration and any other amount (including fees or expenses) required to be paid by Parent or Merger Sub in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement.

~~Comparison of~~Consolidated ~~the~~Results ~~year~~of ~~ended December 31, 2021 to 2020:~~Operations

~~Revenue~~The following table represents our selected results of operations for the periods indicated (in thousands, except per share data).

Revenue for the year ended December 31, 2021 increased by $70.6 million, or 15%, to $538.8 million as compared to $468.2 million for the corresponding prior year period. The acquisitions of AltaVista, WesTest, AEL and O’Neill contributed $57.7 million to the Company’s revenues for the year ended December 31, 2021.

	For the Year Ended
	December 30,			December 31,
	2022			2021
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 (loss)		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	$	(0.21	)	$	(0.81	)

Weighted average of shares outstanding:
Class A common shares (basic and diluted)		36,308,926			27,799,511

The remainder is due to our legacy business which has seen a measured rebound to pre-COVID-19 performance levels and experienced increased revenues on a significant, materials handling project in the Pacific Northwest for a longtime client. This was offset by the revenue declines in our Texas operations as two significant projects active in the year ended December 31, 2020 were placed on indefinite hold or temporarily scaled back by their respective owners in 2021 and not replaced by comparably sized projects.39

~~Cost~~ Comparison of ~~Revenue~~the Year Ended December 30, 2022 to the Year Ended December 31, 2021:

Cost of revenue for the year ended December 31, 2021 increased $38.3 million, or 16%, to $284.0 million, as compared to $245.7 million for the corresponding prior year period. The increase in cost of revenues was due to the increase in revenues.Revenue

~~Cost~~Revenue offor ~~revenue,~~the asyear aended ~~percentage~~December ~~of revenue~~30, ~~were~~2022 ~~relatively~~increased ~~consistent~~by at$66.0 52million, or 12.72%, to $604.8 million as compared to $538.8 million for the corresponding prior year period. The acquisitions of TranSmart and 521 Alliance contributed $27.5%0 million to the Company’s revenues for the ~~years~~year ended December 3130, 2022. ~~2021and 2020~~Additionally, ~~respectively.~~we ~~The~~have ~~0.2%~~experienced ~~increase when~~growth ~~comparing~~in ~~the~~revenues ~~reporting~~in ~~periods~~transportation ~~was~~projects ~~primarily~~as ~~due~~we expand our services across new geographies and expand our range of services to aexisting ~~change~~customers and have been successful in ~~project~~updating ~~mix~~and ~~when~~increasing ~~comparing~~our ~~the~~pricing ~~two~~with ~~years~~customers to mitigate greater U.S. labor issues.

~~Operating Expense~~Subcontractor Costs

~~Operating expense~~Subcontractor costs for the year ended December 3130, ~~2021~~2022 increased by $225.47 million, or 25.1%, to $~~227~~127.27 million, as compared to $~~224~~102.80 million for the ~~corresponding~~ corresponding prior year period. ~~For~~The increase is due to the increase in revenues and the timing of work where subcontractor costs are required. During the year ended December 3130, ~~2021~~2022, ~~operating~~there ~~expense,~~was asan aincrease in the percentage of ~~revenue,~~subcontractor ~~decreased~~costs compared to 42revenues from 18.29% in the ~~from~~prior 48year to 21.01% ~~for~~in the current year. ~~ended~~This ~~December~~percentage ~~31,~~varies ~~2020~~from period to period based on the timing of large projects that require higher percentage subcontractor use but has historically been 20% over a number of periods.

~~We would~~Other ~~have~~Costs ~~expected a larger change in operating expense when comparing the two periods as the year ended December 31, 2020 included significant costs associated with the consummation~~ of ~~the~~Revenues ~~Atlas Business Combination. The Company expensed $7.5 million of acquisition related costs~~ and ~~$12.0~~Gross million of costs incurred with change of control provisions contained within employment agreements and our former Management Incentive Plan during the year ended December 31,2020. Costs associated with the Atlas Business Combination represented 4.2% of our revenues in the prior year.Profit

WeOther ~~did~~costs ~~not~~of ~~see~~revenue afor ~~full $19.5~~the ~~million~~year ~~reduction~~ended inDecember ~~operating~~30, ~~costs~~2022 ~~for~~increased ~~the~~$16.4 ~~year~~million, ~~ended~~or ~~December 31~~9.0%, ~~2021~~to as$198.3 ~~this~~million, ~~period~~as ~~included~~compared to $17182.10 million offor ~~additional~~the ~~costs relating~~corresponding toprior ~~the~~year ~~timing~~period. The increase in other cost of ~~the~~revenues ~~Alta~~was ~~Vista,~~due ~~WesTest,~~to ~~AEL~~the ~~and~~increase ~~O’Neill~~in ~~acquisitions~~revenues asand ~~well~~was consistent as a ~~non-cash~~percentage ~~charge~~ of $5revenues for each year.~~9 million~~ ~~relating~~ The company has been able to ~~the~~achieve ~~change~~consistent ingross ~~the~~margins ~~fair~~with ~~market~~a ~~value~~significant amount of ~~contingent~~work ~~consideration~~done ~~associated~~on a cost reimbursable basis along with ~~acquisitions~~other projects where pricing increases have been achieved.

~~The~~Operating Company has also sought to reduce its reliance on external services firms that assisted us as we undertook the responsibilities of a newly public company and with financing and capital structure decisions in the prior year. During the current year, we have reduced those external costs but have incurred higher labor related costs, both in cash and non-cash form in an effort to retain and attract talent within our leadership team throughout the Company to fulfill those roles internally.Expense

~~Interest~~Operating expense for the year ~~Expense~~ended December 30, 2022 increased by $11.5 million, or 5.1%, to $238.7 million as compared to $227.2 million for the corresponding prior year period. For the year ended December 30, 2022, operating expense, as a percentage of revenue, decreased to 39.5% from 42.2% for the year ended December 31, 2021 as the Company has been able to scale the business and manage costs. Depreciation and amortization expense increased due to the additional intangible assets recorded in connection with the acquisitions completed since December 31, 2021.

Interest ~~expense~~ for the year ended December 31, 2021 increased by $30.1 million, or 122%, to $54.8 million, as compared to $24.7 million for the corresponding prior year period. The primary reason for the increase was due to the write-off of deferred loan acquisition costs previously paid in 2020 in connection with the Atlas Business Combination in the amount of $15.2 million in the year ended December 31, 2021 in comparison to a $1.7 million write-off during the year ended December 31, 2020. These write-offs were a result of the repayment of the underlying credit agreements during their respective periods.Expense

39Interest expense for the year ended December 30, 2022 decreased by $8.5 million, or -15.4%, to $46.4 million, as compared to $54.8 million for the corresponding prior year period. The prior year period included a write-off of deferred financing costs of $15.2 million in connection with the Atlas 2021 Credit Agreement, which were completed in 2021. Excluding this from the prior period results in interest expense increasing $6.7 million from the additional debt related to the costs of the acquisitions completed since December 31, 2021 as well as an approximate 2% increase in the average borrowing rate as the Company’s debt is partly based on LIBOR rates which have increased over the prior period.

Interest expense also increased for the year ended December 31, 2021 due to higher interest rates and borrowing levels in part relating to the redemption of the Preferred Units. As the Preferred Units were redeemed, we will no longer record dividends for the remainder of the year but will experience an increase in interest expense with the balance of the new term loan increased with the new credit facilities entered into in February 2021.40

Income Tax Expense

Income tax expense for the year ended December 3130, ~~2021~~2022 was $21.57 million, compared to income tax expense of $02.75 million for the year ended December 31, ~~2020~~2021. The ~~$1.8~~Company’s overall ~~million~~effective ~~increase in income~~ tax ~~expense~~rate ~~was primarily~~is ~~due~~low toas the ~~impacts~~Company ofis ~~the~~in ~~AltaVista~~a ~~acquisition~~loss position and ~~the~~does ~~rebound~~not ~~from~~have ~~COVID-19~~prior onyear ~~our~~income ~~operations~~taxes ~~that~~to ~~are~~apply ~~organized~~the ~~as C-Corps~~losses ~~based~~to inand ~~Northern~~recover ~~California~~prior ~~during the year ended December 31, 2021 in comparison to 2020~~taxes.

Provision for Non-controlling Interest

The provision for non-controlling interest for the year ended December 3130, ~~2021~~2022 decreased by $312.46 million or 20-95.7% to $130.26 million from $1613.62 million for the corresponding period. ~~The~~as ~~provision~~a ~~for~~function ~~non-controlling~~of ~~interest is due to~~ the ~~reverse~~level ~~recapitalization~~of ~~created~~participation ~~by the Atlas Business Combination whereby the initial holders~~ of ~~our Class B common stock only share in~~ the ~~results~~non-controlling ofinterests ~~Atlas~~which ~~Intermediate~~was ~~and~~5.9% ~~its subsidiaries based upon their ownership percentage~~ in ~~relation to total common stockholders. This treatment is effective from~~ the ~~Atlas~~current ~~Business~~period ~~Combination~~compared ~~until the exchange of Class B common stock~~ to ~~Class A common stock~~ 22.7% ~~Shares of Class B common stock issued subsequent to the Atlas Business Combination are not included~~ in the ~~Company’s~~prior ~~calculation of the non-controlling interest provision~~period.

~~The~~Redeemable ~~decrease~~Preferred inStock the provision for non-controlling interest has been affected by the decision of our holders of Class B common stock to convert their shares to Class A common stock as their contractual lockups, as determined within the Atlas Business Combination, have expired and the timing of conversion is left to their discretion. This is evidenced by the fact that we had 18.3 million Class B common shares convert to Class A common stock during the year ended December 31, 2021.Dividends

~~Although~~We redeemed the ~~holders~~Preferred ~~of Class~~Units Bin ~~common~~February ~~stock~~2021 ~~participated~~and attherefore ahad ~~higher~~no ~~rate~~redeemable ~~during~~preferred ~~the~~stock ~~period~~dividends ~~that~~for ~~spanned from~~ the ~~close~~year ofended ~~the~~December ~~Atlas~~30, ~~Business~~2022. ~~Combination~~Redeemable ~~through December~~preferred ~~31,~~stock ~~2020~~dividends ~~than~~for the year ended December 31, 2021 at 80.6% versus 22.7%, respectively, the decrease to the provision when comparing reporting periods was not commensurate with the participation rate decline. This was due to the fact that the prior year period excluded the costs incurred with the Atlas Business Combination as those costs pre-dated the new ownership structure. If those $19.5 million of costs incurred were ~~included in the provision, the provision would have been~~ $155.39 million ~~greater last year than calculated and more consistent with the reduction in Class B common stock shareholder participation~~.

WeNON-GAAP ~~expect~~FINANCIAL ~~the provision to continuously decline as the holders of Class B common stock only hold 9.0% of the Company as of December 31, 2021.~~MEASURES

~~Redeemable Preferred~~Adjusted ~~Stock Dividends~~EBITDA

~~Redeemable preferred~~We ~~stock~~view ~~dividends~~adjusted ~~for the year ended December 31~~EBITDA, ~~2021 decreased by $10.3 million, or 64%, to $5.9 million from $16.2 million~~which ~~for~~is ~~the~~a ~~year~~non-GAAP ~~ended~~financial ~~December 31~~measure, ~~2020. During the prior year, we held the Preferred Units for ten and one-half months versus approximately two months in the current year~~ as ~~they~~an ~~were~~important ~~repaid~~indicator onof ~~February 25, 2021~~performance. We ~~would~~define ~~expect~~adjusted aEBITDA ~~more~~as ~~significant~~net ~~decline~~income ~~due~~before tointerest ~~timing~~expense, ~~but~~ weprovision ~~had~~for toincome ~~accrete~~taxes, ~~the~~depreciation, ~~remaining discount at redemption~~ and ~~that~~amortization, ~~was~~further ~~approximately~~adjusted ~~$3.1~~to ~~million~~reflect ofnon-cash ~~the~~equity ~~dividends~~compensation ~~recorded~~as inwell ~~the~~as ~~year~~certain ~~ended~~one-time ~~December~~or ~~31,~~non-recurring ~~2021~~items. ~~As noted above, this cost was replaced by higher interest expense this period in comparison to the prior period.~~

~~NON~~We believe adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at adjusted EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income determined in accordance with GAAP. Certain items excluded from adjusted EBITDA are ~~FINANCIAL~~significant ~~MEASURES~~components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from adjusted EBITDA. Our computations of adjusted EBITDA may not be identical to other similarly titled measures of other companies.

~~Adjusted EBITDA~~41

~~We view~~The ~~adjusted~~following ~~EBITDA,~~table ~~which~~presents reconciliations ~~is a non-GAAP financial measure, as an important indicator~~ of ~~performance. We define~~ adjusted EBITDA asto net income, ~~before~~our ~~interest~~most ~~expense,~~directly ~~provision~~comparable ~~for~~financial ~~income~~measure ~~taxes,~~calculated ~~depreciation,~~ and ~~amortization,~~presented ~~further~~in ~~adjusted to reflect non-cash equity~~accordance ~~compensation~~with ~~as well as certain one-time or non-recurring items~~GAAP.

We believe adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at adjusted EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income determined in accordance with GAAP. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from adjusted EBITDA. Our computations of adjusted EBITDA may not be identical to other similarly titled measures of other companies.

	For the Year Ended
	December 30,			December 31,
	2022			2021
	(in millions)
Net (loss) income	$	(8.1	)	$	(29.7	)
Interest⁽¹⁾		46.4			54.8
Taxes		1.7			2.5
Depreciation and amortization		33.0			23.7
EBITDA		73.0			51.3

One time legal/transaction costs and other non-recurring charges⁽²⁾		4.2			10.3
Non-cash change in fair value of contingent consideration		1.5			5.8
Non-cash equity compensation⁽³⁾		8.5			5.8
Adjusted EBITDA	$	87.2		$	73.2

40(1) Includes $15.2 million of write-offs relating to deferred financing fees for the year ended December 31, 2021.

~~The following~~(2) ~~table~~Includes ~~presents~~costs ~~reconciliations~~associated ofwith ~~adjusted~~lease ~~EBITDA~~accruals related to ~~net~~moving ~~income~~to a hybrid workforce, ~~our~~employee ~~most~~separation ~~directly~~charges, ~~comparable~~professional ~~financial~~service-related ~~measure~~fees ~~calculated~~ such as legal, accounting, tax, valuation and ~~presented~~other inconsulting ~~accordance~~as ~~with~~well ~~GAAP~~as other M&A activity. Additionally, it includes costs related to the COVID-19 pandemic and other non-recurring expenses.

	For the year ended December 31,
	2021			2020
	(in millions)
Net (loss) income	$	(29.7	)	$	(27.6	)
Interest(4)		54.8			24.7
Taxes		2.5			0.7
Depreciation and amortization		23.7			26.1
EBITDA		51.3			23.9
EBITDA for acquired business prior to acquisition date(1)	$	-		$	0.8
One time legal/transaction costs and other non-recurring charges(2)		10.3			26.6
Non-cash change in fair value of contingent consideration		5.8
Non-cash equity compensation(3)		5.8			11.4
Adjusted EBITDA	$	73.2		$	62.7

(3)	Includes the amortization of unvested restricted share units, performance share units and stock options granted in 2020, 2021 and 2022 to key management personnel and our compensation to our Board of Directors.

~~(1)~~LIQUIDITY ~~Includes~~AND ~~the~~CAPITAL ~~EBITDA of LONG (which we acquired in February 2020) for the period January 1, 2020 through the date of the acquisition.~~RESOURCES

~~(2)~~Our ~~Includes~~primary ~~costs~~sources ~~associated~~of ~~with~~liquidity and ~~lease~~capital ~~accruals~~resources ~~related~~are toour ~~moving~~cash toand acash ~~hybrid~~equivalents ~~workforce~~balances, ~~employee~~cash ~~separation~~flow ~~charges~~from operations, ~~professional~~borrowings ~~service-related~~under ~~fees~~the ~~such~~Credit Agreements (as defined ~~legal~~below), ~~accounting~~and access to financial markets. Our principal uses of cash are operating expenses, ~~tax~~working capital requirements, ~~valuation~~capital expenditures, repayment of debt and ~~other~~acquisition ~~consulting~~expenditures. asWe ~~well~~believe asour ~~change~~sources inof ~~control~~liquidity, ~~payments~~including ~~relating~~cash toflow ~~the~~from ~~Atlas~~operations, existing ~~Business~~cash ~~Combination~~and cash equivalents and ~~other~~borrowing ~~M&A~~capacity ~~activity.~~under ~~Additionally,~~the itCredit ~~includes~~Agreements ~~costs~~will ~~related~~be sufficient to ~~the~~meet ~~COVID-19~~projected ~~pandemic~~cash ~~and~~requirements for ~~other~~at ~~non-recurring~~least ~~expenses~~the next twelve months..

~~(3)~~As ~~Includes the amortization~~ of ~~the~~December ~~unvested portion of our 2017 and 2019 Management Incentive Plan grants that vested immediately upon the change in control provisions contained within the agreements~~30, ~~the amortization of unvested restricted share units~~2022, ~~performance~~we had ~~share~~total ~~units~~liquidity ~~and~~of ~~stock~~$52.8 ~~options~~million ~~granted~~compared ~~in 2020 and 2021~~ to ~~key~~liquidity ~~management~~of ~~personnel~~$50.7 ~~and~~million ~~our~~as ~~compensation~~of toDecember ~~our~~31, ~~Board of Directors~~2021.

~~(4)~~The ~~Includes~~Company ~~$15.2~~has ~~million~~experienced increased ~~and~~working ~~$1.7~~capital ~~million~~outflows ~~of write-offs~~ relating to ~~deferred~~the ~~financing~~increase ~~fees~~in ~~for~~interest ~~the~~charges ~~years~~and ~~ended~~from ~~December~~overall ~~31,~~growth ~~2021~~in ~~and 2020, respectively~~operations.

~~LIQUIDITY~~On June 6, 2022, we entered ~~AND~~into ~~CAPITAL~~an ~~RESOURCES~~interest rate cap as described in “Note 6 — Long-Term Debt” to the consolidated financial statements to hedge against the risk of Adjusted LIBOR exceeding 3%.

~~Our primary~~On ~~sources~~August ~~of liquidity and capital resources are our cash and cash equivalents balances~~4, ~~cash flow from operations~~2022, ~~borrowings~~we entered ~~under~~into ~~the~~an ~~Atlas~~agreement ~~2021~~to ~~Credit~~amend ~~Agreements~~the ~~(as~~ABL ~~defined~~Revolver ~~below),~~Agreement ~~and access~~ to ~~financial~~increase ~~markets.~~the ~~Our~~revolving ~~principal~~credit ~~uses~~facility ofto ~~cash are operating expenses, working capital requirements, capital expenditures, repayment of debt and acquisition expenditures~~$60.0 Wemillion ~~believe~~as ~~our~~described ~~sources of~~in ~~liquidity, including cash flow from operations, existing cash and cash equivalents and borrowing capacity under the Atlas 2021 Credit~~“Note ~~Agreements~~6 ~~will~~— beLong-Term ~~sufficient~~Debt” to ~~meet projected cash requirements for at least~~ the ~~next~~consolidated ~~twelve~~financial ~~months~~statements.

WeCash continue to assess our business operations and the impact that COVID-19 may have on our financial results and liquidity. Because of the COVID-19 pandemic and related project delays, during fiscal year 2020 we experienced a reduction in revenues and our cash flows in comparison to the previous comparable period. We will continue to monitor our capital requirements to ensure our needs are in line with available capital resources and we will continue to monitor the impact of COVID-19 on our liquidity. As of December 31, 2021, we had total liquidity of $50.7 million compared to liquidity of $39.0 million as of December 31, 2020. Flows

~~Other than~~The ~~the~~following ~~impact~~table onsets forth our cash flows ~~from~~for ~~operations relating to~~ the ~~increase~~periods ~~in interest expense, we have not experienced other liquidity decreases~~indicated.

Cash Flows

	For the Year Ended
	December 30,			December 31,
	2022			2021
	(in thousands)
Net cash provided by operating activities	$	2,198		$	29,104
Net cash used in investing activities		(38,120	)		(36,547	)
Net cash provided by financing activities		31,024			4,078
Net decrease in cash and cash equivalents	$	(4,898	)	$	(3,365	)

~~The following table sets forth our cash flows for the periods indicated.~~42

	For the year ended December 31,
	2021			2020
	(in thousands)
Net cash provided by operating activities	$	29,104		$	15,483
Net cash used in investing activities		(36,547	)		(23,567	)
Net cash provided by financing activities		4,078			1,961
Net (decrease) in cash and cash equivalents	$	(3,365	)	$	(6,123	)

Comparison of the Year Ended December 30, 2022 to the Year Ended December 31, 2021

41Cash and Cash Equivalents.

~~Comparison of~~At ~~the~~December ~~year~~30, ~~ended~~2022 ~~December~~and December 31, 2021, towe ~~the~~had ~~year~~$5.8 ~~ended~~million ~~December~~and 31$10.7 million of cash and cash equivalents, ~~2020~~respectively.

~~Cash and~~Operating ~~Cash Equivalents.~~Activities

AtCash flow from operating activities ~~December~~is ~~31,~~primarily ~~2021~~generated ~~and~~from ~~2020,~~operating weincome ~~had~~from ~~$10.7~~our ~~million~~professional and ~~$14.1~~technical ~~million~~testing, ofinspection, ~~cash~~engineering and ~~cash~~consulting ~~equivalents, respectively~~services.

~~Operating~~Net cash provided by operating ~~Activities~~activities was $2.2 million for the year ended December 30, 2022, compared to $29.1 million for the year ended December 31, 2021. The decrease of $26.9 million was primarily due to higher interest expense and a higher use of cash related to working capital.

~~Cash flow~~Investing ~~from operating activities is primarily generated from operating income from our professional and technical testing, inspection, engineering, environmental, program management and consulting services.~~Activities

Net cash ~~provided~~used byin ~~operating~~investing activities was ($2938.1) million for the year ended December 3130, ~~2021~~2022, compared to ($1536.5) million for the year ended December 31, ~~2020~~2021. The ~~increase~~ usage of ~~$13.6~~cash was ~~primarily~~related ~~due~~ to our ~~stronger~~acquisitions ~~operating~~of ~~income~~TranSmart ~~this~~and ~~year~~1 Alliance in ~~comparison~~March 2022 and other capital expenditures. The prior year period included the cash cost of the AEL and O’Neill acquisitions which were slightly higher cash outflows compared to the ~~prior~~current period ~~year~~acquisitions.

~~Investing~~ Financing Activities

Net cash ~~used~~provided inby ~~investing~~ financing activities was ($3631.5)0 million for the year ended December 3130, ~~2021~~2022, compared to ($234.6)1 million ~~for~~provided by during the year ended December 31, ~~2020~~2021. The $1226.9 million increase ~~in cash used was related~~ to ~~our~~net ~~acquisitions~~cash ofprovided ~~AEL~~by ~~and~~financing ~~O’Neill~~activities inwas ~~the~~due ~~year ended~~to ~~December~~borrowings ~~31,~~on ~~2021 when~~ the ~~prior~~Term ~~year~~Loan ~~period only included the acquisitions of LONG, Alta Vista~~ and ~~WesTest.~~Line ~~Please refer to Note~~of 4Credit ~~“Business Acquisitions”~~ to fund the ~~Consolidated~~2022 ~~Financial~~acquisitions ~~Statements~~described ~~for~~above ~~the terms~~ and ~~relative~~to ~~size~~fund ~~of each acquisition~~operations.

~~Financing Activities~~Working Capital

~~Net cash~~Working ~~provided by financing activities was $4.1 million for the year ended December 31~~capital, ~~2021,~~or ~~compared to $2.0 million provided by during~~current ~~the~~assets ~~year~~less ~~ended~~current ~~December 31~~liabilities, ~~2020.~~increased ~~The~~by $220.19 million, ~~increase~~or ~~to net cash provided by financing activities was primarily due to the $35~~25.~~0 million received from our term loan that was utilized for the acquisitions of AEL and O’Neill~~6%, ~~netted~~to ~~by the (~~$30102.~~0) million we paid towards our revolving letter of credit. We also paid ($1.~~2) million inat ~~redeemable~~December ~~preferred~~30, ~~stock~~2022 ~~dividends~~from ~~and (~~$181.7)3 million ~~relating to~~at ~~contingent consideration during the year ended~~ December 31, 2021. InThis ~~comparison,~~increase wewas ~~paid~~due ~~($6.6)~~primarily ~~million~~to ~~for~~the ~~redeemable~~acquisitions ~~preferred stock dividends~~ in ~~the year ended December 31, 2020~~2022.

~~The Company~~Debt raised additional money during 2020 through the Atlas Credit Agreement, described herein, and the issuance of redeemable preferred stock which was used to pay a distribution to the former owners of Atlas Intermediate, acquire LONG and pay off the Atlas Credit Facility.Arrangements

~~Working~~On February 25, 2021, Atlas Intermediate, as the borrower, entered into two new credit facilities consisting of (i) a $432.0 million senior secured term loan at closing and, subject to the satisfaction of certain terms and conditions, a committed delayed draw term loan facility to be used for future acquisitions, within 18 months of February 25, 2021 and subject to certain conditions, in an aggregate principal amount of up to $75.0 million, of which $61 million was used (no remaining amounts are available as the 18 month period has expired), and an uncommitted incremental term loan facility that may be incurred after closing (the “Term Loan”) pursuant to a Credit Agreement dated February 25, 2021, by and among Holdings, Atlas Intermediate, Wilmington Trust, National Association, as administrative agent and collateral agent, and certain lenders thereto, including certain Blackstone entities, which may include, Blackstone Alternative Credit Advisors LP, and its managed funds and accounts, and its affiliates, Blackstone Holdings Finance Co. L.L.C. and its affiliates, and/or certain other of their respective funds, accounts, clients managed, advised or sub-advised, or any of their respective affiliates (the “Term Loan Agreement”) and (ii) a $40.0 million senior secured revolver which aggregate principal amount may be increased, subject to the satisfaction of certain terms and conditions, including obtaining commitments therefor, by up to $20.0 million (the “Revolver”) pursuant to the Credit Agreement dated February 25, 2021, by and among Holdings, Intermediate, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, issuing bank, lender, sole bookrunner and sole lead arranger (the “ABL Revolver Agreement,” and together with the Term Loan Agreement, collectively the “Credit Agreements”). The Term Loan Agreement refinances the Credit Agreement dated as of February 14, 2020, with Macquarie Capital Funding LLC, as administrative agent and certain lenders (“Atlas Credit Agreement”), which repayment was effectuated partially in cash and partially by way of a cashless exchange of existing term loans and preferred equity for Term Loans.

~~Working~~The ~~capital,~~Term orLoan ~~current assets~~Agreement ~~less current liabilities, decreased by $11.5 million, or 12%, to $81.3 million at December 31, 2021 from $92.8 million at December~~and ~~31,~~ABL ~~2020.~~Revolver ~~This~~Agreement ~~decrease~~are ~~was~~collectively ~~due~~referred ~~primarily~~ to ~~increases in accounts payable of $14.1 million and other current liabilities of $14.5 million~~ as ofthe ~~December~~“Credit ~~31,~~Agreements” ~~2021 versus 2020 offset~~ by ~~a reduction in our short-term borrowings in~~ the ~~amount of ($10~~Company.~~0) million at December 31, 2021 versus 2020.~~

~~Our increase~~The ininitial ~~accounts~~Term ~~payable~~Loan ~~were~~will amature on ~~result~~February of25, ~~our~~2028 ~~efforts~~and tothe ~~pay~~Revolver ~~off~~will ~~our~~mature ~~revolving~~on ~~letter~~February or25, ~~credit which is recorded as a non-current liability and appropriately excluded from working capital~~2026.

~~Our~~On ~~increase~~August in4, ~~other~~2022, ~~current~~Holdings, ~~liabilities~~Intermediate, ~~was~~certain ~~primarily~~subsidiaries ~~due~~of toHoldings ~~fair~~(collectively ~~market~~with ~~value~~Holdings ~~adjustments~~and weIntermediate, ~~made~~the to“Loan ~~contingent~~Parties”) ~~consideration~~and ~~liabilities~~the Administrative ~~that~~Agent ~~are~~(as ~~due~~defined ~~companies we~~below) ~~acquired~~entered ininto ~~2020~~the ~~and~~First ~~2021.~~Amendment ~~Overall,~~to Credit Agreement (the ~~current~~“Credit ~~portion~~Agreement ofAmendment”), which amends that ~~liability~~certain ~~increased~~Credit ~~$19.8~~Agreement, ~~million~~dated ~~when~~as ~~comparing~~of ~~December~~February 3125, 2021 to ~~2020.~~by Aand ~~portion~~among ofthe ~~that~~Loan ~~increase~~Parties isand ~~due~~JPMorgan toChase ~~timing~~Bank, ofN.A., as ~~payments~~administrative ~~relating~~agent, toswingline ~~first~~lender, ~~and~~issuing ~~second~~bank, ~~earnout~~lender, ~~periods~~sole ofbookrunner ~~the~~and ~~Alta~~sole ~~Vista~~lead ~~and~~arranger ~~WesTest~~(the “Administrative Agent”). ~~acquisitions~~The ~~and~~Credit ~~second~~Agreement ~~earnout~~Amendment ~~period~~amended ofthe Credit Agreement to, among other matters, increase the ~~LONG~~revolving ~~acquisition.~~credit ~~The~~facility ~~remainder~~thereunder by is$20.0 ~~due~~million to ~~the~~an ~~acquisitions~~aggregate ofprincipal ~~AEL~~amount ~~and~~of ~~O’Neill~~$60.0 million.

The reduction in short-term borrowings were due to the amounts considered due within one year from our balance sheet date and were calculated in accordance with the applicable credit agreements in place at the time of our balance sheet preparation.43

~~Debt~~Interest on any outstanding ~~Arrangements~~borrowings is payable monthly under the ABL Revolver Agreement, quarterly under the Term Loan Agreement or, in each case, at the end of the applicable interest period in arrears. The cash interest rates under the Term Loan Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the Term Loan Agreement), plus 5.50%, or (ii) an Alternate Base Rate (as defined in the Term Loan Agreement), plus 4.50%. In addition, the term loan requires an additional 2.0% interest that can be made at the option of the Company in cash or payment-in-kind (PIK). The interest rates under the ABL Revolver Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the ABL Revolver Agreement), plus 2.50%, or (ii) the ABR (as defined in the ABL Revolver Agreement), plus 1.50%.

InThe Credit Agreements are guaranteed ~~March~~by ~~2019,~~Holdings ~~subsequent~~and tosecured by (i) in the ~~merger~~case ~~with~~of ~~ATC~~the ~~Group~~ABL ~~Partners~~Revolver ~~(“ATC”)~~Agreement, wea ~~repaid~~first ~~all~~priority ~~outstanding~~security ~~balances~~interest onin the ~~combined~~current assets, including ~~entity’s~~accounts ~~loan~~receivable, ~~agreements~~of inHoldings, ~~full~~Intermediate and ~~terminated~~its ~~our~~subsidiaries ~~prior~~and ~~loan~~(ii) ~~agreements.~~in ~~These~~the ~~loan~~case ~~agreements~~of ~~were~~the ~~replaced~~Term ~~with~~Loan Agreement, a ~~term~~pledge ~~loan~~ of ~~$145.0~~the equity ~~million~~interests ~~and~~of athe ~~revolving~~subsidiaries ~~credit facility~~ of ~~$50.0~~Holdings ~~million~~and Intermediate, ofand ~~which~~subject ~~$31.8~~to ~~million~~the ~~was~~first ~~funded~~lien atsecurity ~~closing~~interest ~~(the~~on ~~“Atlas~~current ~~Credit~~assets ~~Facility”).~~under ~~Proceeds of~~ the ~~Atlas~~Revolver, ~~Credit~~a ~~Facility~~first ~~were~~priority ~~used~~lien toon ~~repay~~substantially ~~existing~~all ~~debt~~other assets of ~~$123.9~~Holdings, ~~million~~Intermediate and ~~fund~~all ~~a shareholder distribution~~ of ~~$52.8~~their ~~million~~direct ~~made~~and ~~in April 2019~~indirect subsidiaries.

42The Term Loan Agreement contains a financial covenant which requires Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Total Net Leverage Ratio (as defined in each of the Credit Agreements) tested on a quarterly basis that does not exceed (i) 8.25 to 1.00 with respect to the fiscal quarters ending on April 2, 2021 and July 2, 2021, (ii) 8.00 to 1.00 for the fiscal quarters ending October 1, 2021 and December 31, 2021, (iii) 7.50 to 1.00 for the fiscal quarters ending April 1, 2022 and July 1, 2022, (iv) 7.25 to 1.00 for the fiscal quarters ending September 30, 2022 and December 30, 2022, (v) 7.00 to 1.00 for the fiscal quarters ending March 31, 2023 and June 30, 2023, (vi) 6.75 to 1.00 for the fiscal quarters ending September 29, 2023 and December 29, 2023, and (vii) 6.50 to 1.00 for March 29, 2024 and each fiscal quarter ending thereafter.

The ~~Atlas~~ ~~Credit~~ABL ~~Facility~~Revolver ~~was~~Agreement ~~secured~~contains a by“springing” ~~assets~~financial ofcovenant ~~Atlas~~which ~~Intermediate.~~requires ~~The~~Holdings, ~~Atlas~~Intermediate ~~Credit~~and ~~Facility~~all ~~required~~their ~~quarterly~~direct ~~principal~~and ~~payments~~indirect ofsubsidiaries on ~~$2.719~~a ~~million~~consolidated ~~through~~basis ~~March~~to ~~31,~~maintain ~~2023,~~a ~~and~~Fixed ~~then~~Charge ~~$3.625~~Coverage ~~million~~Ratio ~~until~~(as ~~the~~defined ~~final maturity~~ in ~~March~~the ~~2024,~~ABL ~~and~~Revolver ~~bore~~Agreement) ~~interest at an annual rate~~ of ~~LIBOR~~no ~~plus~~less athan ~~margin~~1.10 ~~ranging from 275~~ to ~~425~~1.00 when ~~basis points determined by~~ the ~~Company’s~~outstanding ~~Consolidated~~principal ~~Leverage~~amount ~~Ratio,~~of asloans ~~defined in~~under the ~~Atlas~~Revolver ~~Credit~~exceeds ~~Facility.~~$0 ~~For~~or the ~~interest~~aggregate ~~payment~~exposure ~~made~~for inletters ~~the~~of ~~quarter~~credit ~~ended~~under ~~December 31, 2019,~~ the ~~applicable margin was 375 basis~~ ~~points,~~Revolver ~~and~~exceeds ~~the total interest rate was~~ $5.~~500%~~0 million.

The ~~Atlas~~ ~~Credit~~Company ~~Facility~~has ~~was~~been ~~scheduled to mature~~ in ~~March 2024. However, in connection~~ compliance with the ~~consummation~~terms of the ~~Atlas Business Combination, the Atlas~~ Credit ~~Facility~~Agreements ~~was~~as repaid, and we entered into a new credit arrangement (the “Atlas Credit Agreement”) with Macquarie Capital Funding LLC (the “Lender” or “Lead Arranger”). The Atlas Credit Agreement provided for a term loan (the “Term Loan”) in the amount of ~~$281.0~~December ~~million and revolving letter of credit (the “Revolver”) in the amount of $40.0 million~~30, of2022 ~~which~~and ~~$24.0 million was drawn upon through~~ December 31, ~~2020.~~2021, ~~The term loan proceeds were used to repay the existing Atlas Credit Facility in the amount of $171~~respectively.~~0 million and partially fund the Atlas Business Combination and the acquisition of LONG.~~

~~Under the~~Our ~~terms~~debt ofbalances ~~the~~are ~~Atlas Credit Agreement, the Term Loan and Revolver were set to expire on February 14, 2027 and February 14, 2025, respectively.~~summarized However, the Atlas Credit Agreement was repaid on February 25, 2021 in connection with the entry into the Atlas 2021 Credit Agreements described below. Interest was payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings. The interest rates under the Atlas Credit Agreement equaled either (i) Adjusted LIBOR (as ~~defined in the Atlas Credit Agreement), plus 4.75%, or (ii) an Alternate Base Rate (as defined in the Atlas Credit Agreement), plus 3.75%.~~follows:

The Atlas Credit Agreement was guaranteed by Holdings and secured by (i) a first priority pledge of the equity interests of subsidiaries of Holdings and Atlas Intermediate and (ii) a first priority lien on substantially all other assets of Holdings, Atlas Intermediate and all their direct and indirect subsidiaries.

	December 30, 2022			December 31, 2021
	(in thousands)
Credit Agreements	$	511,218		$	473,392
Less: Loan costs, net		(6,951	)		(7,593	)
Less current maturities of long-term debt		(4,930	)		(3,606	)
Long-term debt	$	499,337		$	462,193

~~On March 31, 2020, the terms of the Atlas Credit Agreement were modified to reduce the maturity of the Term Loan by one year to February 14, 2026 from February 14, 2027.~~ The ~~interest~~following ~~rate~~table ~~for the Term Loan was increased to (i) Adjusted LIBOR Rate as defined in the Atlas Credit Agreement~~presents, ~~plus 6.25%, or (ii) an Alternate Base Rate as defined~~ in ~~the Atlas Credit Agreement~~thousands, ~~plus~~scheduled ~~5.25%.~~maturities ~~The~~of ~~interest rate for~~ the ~~Revolver~~Company’s ~~was~~debt ~~increased to (i) Adjusted LIBOR Rate~~ as ~~defined in the Atlas Credit Agreement, plus 5.0%, or (ii) an Alternate Base Rate as defined in the Atlas Credit Agreement, plus 4.0%. The modification also increased the rate~~ of ~~amortization~~December ~~applicable to the Term Loan to 5.0% per annum (commencing on June~~ 30, ~~2020).~~2022:

The modifications to the Atlas Credit Agreement resulted from the exercise of the market-flex rights by the Lead Arranger in connection with the syndication process, which, in addition, required the payment of an upfront fee in an amount equal to 2% of the currently outstanding Term Loans, which was subsequently paid in April 2020. The market-flex rights were included in the Atlas Credit Agreement and were exercised by the Lead Arranger upon completion of the time period allowed to complete a syndication process.

2023	$	4,930
2024		4,930
2025		4,930
2026		4,930
2027		4,930
Thereafter		486,568
	$	511,218

OnThe ~~February~~Credit ~~25,~~Agreements ~~2021, Atlas Intermediate, as the borrower, entered~~require ~~into~~annual ~~two~~amortization ~~new credit facilities consisting~~ of (i) a $432.0 million senior secured term loan at closing and, subject to the satisfaction of certain terms and conditions, a committed delayed draw term loan facility to be used for future acquisitions, within 18 month of February 25, 2021 and subject to certain conditions, in an aggregate principal ~~amount~~amounts of up1% to $75.0 million, of which $35 million has been used and $40 million remains available as of December 31, 2021, and an uncommitted incremental term loan facility that may be incurred after closing (the “2021 Term Loan”) pursuant to a Credit Agreement dated February 25, 2021, by and among Holdings, Atlas Intermediate, Wilmington Trust, National Association, as administrative agent and collateral agent, and certain lenders thereto, including certain Blackstone entities, which may include, Blackstone Alternative Credit Advisors LP, and its managed funds and accounts, and its affiliates, Blackstone Holdings Finance Co. L.L.C. and its affiliates, and/or ~~certain other of their respective funds, accounts, clients managed, advised or sub-advised, or any of their respective affiliates (the “2021 Term Loan Agreement”) and (ii) a $40~~2.05% ~~million~~depending ~~senior~~on ~~secured revolver which aggregate principal amount may be increased, subject to the satisfaction of~~ certain ~~terms and conditions, including obtaining commitments therefor, by up to $20~~ratios.0 ~~million~~The ~~(the~~Company ~~“2021~~is ~~Revolver”)~~currently ~~pursuant~~within to the ~~Credit~~ratio ~~Agreement~~that ~~dated February 25, 2021,~~requires by1% ~~and~~annual ~~among Holdings, Intermediate, JPMorgan Chase Bank, N~~amortization.~~A.,~~ asPrincipal ~~administrative~~repayments ~~agent,~~commenced ~~swingline~~during ~~lender, issuing bank, lender, sole bookrunner and sole lead arranger (~~the ~~“2021~~second ~~ABL~~quarter ~~Revolver Agreement,” and together with the 2021 Term Loan Agreement, collectively the “Atlas 2021 Credit Agreements”)~~2022.

~~The initial 2021 Term Loan will mature on February 25, 2028 and the 2021 Revolver will mature on February 25, 2026.~~44

43 Effective Interest Rate

~~Interest on~~Our ~~any~~average ~~outstanding~~effective ~~borrowings~~interest rate ison ~~payable~~our ~~monthly~~total ~~under the 2021 ABL Revolver Agreement~~debt, ~~quarterly~~exclusive ~~under~~of ~~the~~amortization ~~2021~~of ~~Term~~deferred ~~Loan~~debt ~~Agreement or,~~issuance ~~in each case~~costs, atduring the ~~end~~year ofended ~~the~~December ~~applicable~~30, ~~interest~~2022 ~~period~~and ~~in arrears. The cash interest rates under the 2021 Term Loan Agreement~~December ~~will be equal to either (i) the Adjusted LIBO Rate (as defined in the 2021 Term Loan Agreement)~~31, ~~plus 5.50%, or (ii) an Alternate Base Rate (as defined in the~~ 2021 ~~Term~~was ~~Loan Agreement), plus 4~~9.504%. Inand ~~addition, the term loan requires an additional 2~~8.0% interest that can be made at the option of the Company in cash or payment-in-kind (PIK). The interest rates under the 2021 ABL Revolver Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the 2021 ABL Revolver Agreement), plus 2~~.50~~%, ~~or (ii) the ABR (as defined in the 2021 ABL Revolver Agreement), plus 1~~respectively.~~50%.~~

~~The Atlas~~Interest ~~2021~~expense, ~~Credit~~inclusive of ~~Agreements~~amortization ~~are guaranteed by Holdings and secured by (i) In the case~~ of ~~the~~deferred ~~2021~~debt ~~ABL~~issuance ~~Revolver Agreement~~costs, ain ~~first~~the ~~priority security~~consolidated ~~interest~~statements infor the ~~current~~year ~~assets,~~ended ~~including~~December ~~accounts receivable~~30, of2022 ~~Holdings, Intermediate~~ and ~~its~~December ~~subsidiaries and (ii) in the~~31, ~~case~~2021 ofwas ~~the~~$46.4 ~~2021~~million ~~Term~~and ~~Loan~~$54.8 ~~Agreement~~million, arespectively. ~~pledge~~If of the ~~equity~~amortization ~~interests~~ of ~~the~~deferred ~~subsidiaries~~debt ofissuance ~~Holdings~~costs ~~and~~were ~~Intermediate~~excluded, ~~and~~interest ~~subject~~expense towould ~~the~~be ~~first~~$44.9 ~~lien~~million ~~security~~and ~~interest~~$39.6 onmillion ~~current~~for ~~assets under~~ the ~~2021~~years ~~Revolver,~~ended aDecember ~~first priority lien on substantially all other assets of Holdings~~30, ~~Intermediate~~2022 and ~~all~~December of31, ~~their~~2021, ~~direct and indirect subsidiaries~~respectively.

~~The 2021~~Interest ~~Term~~Rate Loan Agreement contains a financial covenant which requires Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Total Net Leverage Ratio (as defined in each of the Atlas 2021 Credit Agreements) tested on a quarterly basis that does not exceed (i) 8.25 to 1.00 with respect to the fiscal quarters ending on April 2, 2021 and July 2, 2021, (ii) 8.00 to 1.00 for the fiscal quarters ending October 1, 2021 and December 31, 2021, (iii) 7.50 to 1.00 for the fiscal quarters ending April 1, 2022 and July 1, 2022, (iv) 7.25 to 1.00 for the fiscal quarters ending September 30, 2022 and December 30, 2022, (v) 7.00 to 1.00 for the fiscal quarters ending March 31, 2023 and June 30, 2023, (vi) 6.75 to 1.00 for the fiscal quarters ending September 29, 2023 and December 29, 2023, and (vii) 6.50 to 1.00 for March 29, 2024 and each fiscal quarter ending thereafter.Cap

~~The 2021~~In ~~ABL~~June ~~Revolver~~2022, ~~Agreement~~the ~~contains~~Company entered into a ~~“springing”~~deferred ~~financial~~premium ~~covenant~~interest rate cap which ~~requires~~limits ~~Holdings,~~the ~~Intermediate~~Adjusted ~~and~~LIBOR ~~all~~rate ~~their~~noted above to 3%. The interest rate cap hedges ~~direct~~$500.0 million of debt and ~~indirect~~has ~~subsidiaries~~a onthree-year term and will be paid for monthly at an annual rate of 0.69% or approximately $10.5 million over the three-year period. As a ~~consolidated~~result, ~~basis~~the toCompany ~~maintain~~initially recorded an asset and a ~~Fixed~~corresponding ~~Charge~~liability ~~Coverage~~for ~~Ratio~~$10.5 (million. Six monthly payments have been made as ~~defined~~of December 30, 2022. The Company applies hedge accounting and records any change in fair value as a component of stockholders’ equity. The fair value of the ~~2021~~interest ~~ABL~~rate ~~Revolver Agreement)~~cap as of noDecember ~~less~~30, ~~than~~2022 1increased $9.101 tomillion 1and therefore there was a gain of $11.005 ~~when~~million recorded in OCI for the ~~outstanding~~year ~~principal~~ended ~~amount~~December of30, ~~loans~~2022. ~~under~~The ~~the~~asset ~~2021~~is ~~Revolver~~included ~~exceeds~~in $0other orlong-term assets and the ~~aggregate exposure~~liability ~~for~~is ~~letters~~recorded as an other current liability of ~~credit~~$3.4 ~~under~~million ~~the~~and ~~2021~~an ~~Revolver~~other ~~exceeds~~long-term liability of $54.9 million as of December 30, 2022. The interest rate cap has already provided benefit to the Company with LIBOR rates exceeding 3% as of December 30, 2022.

~~The Company~~Other ~~has~~Commitments ~~been in compliance with the terms of the Atlas 2021 Credit Agreement~~ and ~~Atlas Credit Agreement as of December 31, 2021 and 2020, respectively.~~Contingencies

~~Our~~In connection with our acquisitions, ~~debt~~we ~~balances~~may ~~are~~be ~~summarized~~required to pay earnout bonuses upon the achievement of certain performance targets. This amount may be paid in installments over the first, second and third anniversaries of the acquisitions and may be paid in cash or stock. We have currently accrued $23.1 million as ~~follows:~~the fair value of that liability within our Consolidated Balance Sheet at December 30, 2022. Actual payouts may vary based on achievement of future results.

	December 31, 2021			December 31, 2020
	(in thousands)
Atlas 2021 credit agreement	$	473,392		$	-
Atlas credit agreement		-			294,463
Subtotal		473,392			294,463
Less: Loan costs, net		(7,593	)		(15,443	)
Less current maturities of long-term debt		(3,606	)		(14,050	)
Long-term debt	$	462,193		$	264,970

As part of our self-insurance policies, we are required to furnish standby letters of credit to our reinsurers. We had $3.7 million of standby letters of credit in effect as of December 30, 2022.

The Company enters into operating ~~following~~leases ~~table~~relating ~~presents,~~to office space and equipment leases in ~~millions,~~the ~~scheduled~~ordinary ~~maturities~~course of ~~the~~business. Remaining ~~Company’s~~amounts ~~debt~~due, asin thousands, as of December 3130, ~~2021~~2022 are as follows:

2022	$	3.6
2023	$	12,164
2023		4.9
2024		8,069
2024		4.9
2025		4,085
2025		4.9
2026		2,654
2026		5.0
2027		1,334
Thereafter		~~450.1~~2,513
	$	~~473.4~~30,819

44During 2020, the Company entered into an agreement with its fleet management company pursuant to which it would receive rebates of $1.3 million to be repaid over three years at an interest rate of 2.85% per annum. The rebates were secured by title to selected vehicles within the Company’s owned fleet of vehicles in Georgia and California.

~~Our average~~During ~~effective~~the ~~interest~~fourth ~~rate~~quarter onof the ~~our~~year ~~total~~ended ~~debt~~December 31, ~~exclusive~~2021, ofthe ~~amortization~~Company ofentered ~~deferred~~into ~~debt~~a ~~issuance~~similar ~~costs,~~agreement ~~during~~with ~~the~~its ~~year~~fleet ~~ended~~management ~~December 31,~~company ~~2021~~in ~~and~~which ~~2020~~it ~~was~~would 8receive $1.2%6 ~~and~~million 7secured by vehicles owned by O’Neill.~~0%,~~ ~~respectively~~Financial terms for the O’Neill transaction were similar to the agreement entered into during 2020.

~~Interest~~Remaining ~~expense,~~payments ~~inclusive~~are ofas ~~amortization of deferred debt issuance~~follows ~~costs,~~ (in the consolidated statements for the year ended December 31, 2021 and 2020 was $54.8 million and $24.7 million, respectively. If the amortization of deferred debt issuance costs were excluded, interest expense would be $39.6 million and $23.0 million for the years ended December 31, 2021 and 2020, respectively.millions):

Other Commitments and Contingencies

2023	$	0.7
2024		0.5
	$	1.2

In connection with our acquisitions during the year ended December 31, 2020, we may be required to pay earnout bonuses upon the achievement of certain performance targets. This amount may be paid in installments over the first, second and third anniversaries of the acquisition. We have currently accrued $19.8 million and $11.6 million as the fair value of that liability within other current and other long-term liabilities, respectively, within our Consolidated Balance Sheet at December 31, 2021, which is temporary and subject to finalization.45

~~As part~~Critical ofAccounting ~~our~~Policies ~~self-insurance~~and ~~policies, we are required to furnish standby letters of credit to our reinsurers. We had $3.7 million of standby letters of credit in effect as of December 31, 2021.~~Estimates

The preparation of consolidated ~~Company~~financial ~~enters~~statements ~~into~~and ~~operating~~related ~~leases~~disclosures ~~relating~~in toconformity ~~office~~with ~~space~~accounting ~~and~~principles ~~equipment~~generally ~~leases~~accepted in the ~~ordinary~~United ~~course~~States of ~~business. Remaining~~America requires management to make estimates and assumptions that affect the reported amounts ~~due,~~of inassets ~~millions~~and liabilities, asdisclosure of ~~December~~contingent assets 31and liabilities at the date of the financial statements, ~~2021~~and ~~are~~income asand ~~follows~~expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

2022	$	14.1
2023		11.9
2024		8.1
2025		4.4
2026		2.9
Thereafter		4.1
	$	45.5

Revenue Recognition

~~During~~Our ~~2020,~~accounting ~~the~~policies ~~Company entered~~establish ~~into~~principles anfor ~~agreement~~recognizing ~~with~~revenue ~~its~~upon ~~fleet~~the ~~management~~transfer ~~company~~of ~~pursuant~~control of promised goods or services to ~~which~~customers. itWe ~~would~~generally ~~receive~~recognize ~~rebates~~revenues over oftime $1as performance obligations are satisfied.3 ~~million~~In tothe becourse ~~repaid~~of ~~over~~providing ~~three~~these services, we may subcontract for services and incur ~~years~~other atdirect ancosts ~~interest~~on ~~rate~~behalf of ~~2.85%~~our ~~per annum~~clients. ~~The~~These ~~rebates~~costs ~~were~~are ~~secured~~passed bythrough ~~title~~ to ~~selected~~clients, ~~vehicles~~and ~~within~~in ~~the~~accordance ~~Company’s~~with ~~owned fleet~~accounting ofrules, ~~vehicles~~are included in ~~Georgia~~our revenue and ~~California~~cost of revenue. Please refer to Note 2 “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements for further information.

~~During~~Recent ~~the~~accounting fourth quarter of the year ended December 31, 2021, the Company entered into a similar agreement with its fleet management company in which it would receive $1.6 million secured by vehicles owned by O’Neill. Financial terms for the O’Neill transaction were similar to agreement entered into during 2020.pronouncements

~~Remaining~~Management does not believe ~~payments~~that ~~are~~any asrecently ~~follows:~~issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

2022	$	1.0
2023		0.7
2024		0.5
	$	2.2

Off-Balance Sheet Arrangements

45As of December 30, 2022, we had no material off-balance sheet arrangements.

~~Critical Accounting~~Effects ~~Policies~~of ~~and Estimates~~Inflation

~~The preparation~~Based on the analysis of the ~~consolidated~~periods ~~financial~~presented, ~~statements~~we ~~and~~believe ~~related~~that ~~disclosures~~inflation inhas ~~conformity~~not ~~with~~had ~~accounting~~a ~~principles~~material ~~generally~~effect ~~accepted in~~on our operating results for the ~~United~~year ~~States~~ended ofDecember ~~America~~30, 2022. ~~requires~~However, ~~management~~interest torates ~~make~~have ~~estimates~~continued to rise and ~~assumptions~~the ~~that~~additional ~~affect~~interest ~~the~~expense ~~reported~~expected ~~amounts~~to ofbe ~~assets~~paid ~~and liabilities,~~over ~~disclosure~~the ofnext ~~contingent~~twelve ~~assets~~months will ~~and~~be ~~liabilities~~higher atthan the ~~date~~previous oftwelve ~~the~~months. ~~financial~~For ~~statements~~every 1% increase in LIBOR, ~~and~~we ~~income~~would ~~and~~experience ~~expenses~~$5 ~~during~~million in additional interest (see disclosures related to the ~~periods~~interest ~~reported.~~rate ~~Actual~~cap ~~results~~entered ~~could~~into ~~materially~~during ~~differ~~the ~~from~~second ~~those~~quarter ~~estimates~~of 2022). WeIn addition, the Company has experienced higher costs to replace comparable employees as certain labor markets have ~~identified~~tightened ~~the~~and ~~following~~for ~~critical~~employees ~~accounting~~opting to return to work post ~~policies:~~COVID-19.

~~Revenue~~ITEM ~~Recognition~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Our accounting~~Not ~~policies establish principles for recognizing revenue upon the transfer of control of promised goods or services to customers~~Applicable. We generally recognize revenues over time as performance obligations are satisfied. In the course of providing these services, we may subcontract for services and incur other direct costs on behalf of our clients. These costs are passed through to clients, and in accordance with accounting rules, are included in our revenue and cost of revenue. Please refer to Note 2 “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements for further information.

~~Recent~~ITEM ~~accounting~~8. ~~pronouncements~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Management does~~The ~~not~~consolidated ~~believe~~financial statements ~~that~~and ~~any~~related ~~recently~~notes ~~issued,~~required ~~but~~by ~~not~~this ~~yet~~item ~~effective,~~are ~~accounting~~included ~~standards,~~in ifPart ~~currently~~IV ~~adopted,~~of ~~would~~this ~~have~~Annual aReport ~~material effect~~ on ~~our~~Form ~~financial statements~~10-K.

ITEM 7A9. ~~QUANTITATIVE~~CHANGES IN AND ~~QUALITATIVE~~DISAGREEMENTS ~~DISCLOSURES~~WITH ~~ABOUT~~ACCOUNTANTS ~~MARKET~~ON ~~RISK~~ACCOUNTING AND FINANCIAL DISCLOSURE

~~Not required~~None.

ITEM 89A. ~~FINANCIAL~~CONTROLS ~~STATEMENTS~~ AND ~~SUPPLEMENTARY DATA~~PROCEDURES

~~This information~~Evaluation ~~appears following Item 15~~ of ~~this~~Disclosure Controls ~~report~~ and ~~is included herein by reference.~~Procedures

~~ITEM~~Disclosure controls are procedures 9that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure ~~CHANGES~~controls INare ~~AND~~also ~~DISAGREEMENTS~~designed ~~WITH~~with ~~ACCOUNTANTS~~the ONobjective ~~ACCOUNTING~~of ~~AND~~ensuring ~~FINANCIAL~~that ~~DISCLOSURE~~such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 30, 2022, our disclosure controls and procedures were effective.

~~None~~We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~ITEM 9A. CONTROLS AND PROCEDURES~~46

~~Evaluation~~Management’s Report ofon ~~Disclosure~~Internal Controls ~~and~~Over ~~Procedures~~Financial Reporting

~~Disclosure controls~~As ~~are~~required ~~procedures~~by ~~that~~SEC ~~are~~rules ~~designed~~and regulations ~~with~~implementing ~~the~~Section 404 ~~objective~~ of ~~ensuring that information required to be disclosed in our reports filed under~~ the ~~Exchange~~Sarbanes-Oxley Act, ~~such~~our asmanagement ~~this report,~~ is ~~recorded,~~responsible ~~processed,~~for ~~summarized,~~establishing and ~~reported~~maintaining ~~within the time period specified in the~~adequate ~~SEC’s~~internal ~~rules~~control ~~and~~over ~~forms~~financial reporting. ~~Disclosure~~Our ~~controls~~internal ~~are~~control ~~also~~over ~~designed~~financial ~~with~~reporting ~~the objective of ensuring that such information~~ is ~~accumulated and~~designed ~~communicated~~ to ~~our~~provide ~~management,~~reasonable ~~including the chief executive officer and chief financial officer, as appropriate to allow timely~~assurance ~~decisions~~ regarding ~~required disclosure. Our management evaluated, with~~ the ~~participation~~reliability of ~~our~~financial ~~current~~reporting ~~chief executive officer~~ and ~~chief~~ ~~financial officer (our “Certifying Officers”),~~ the ~~effectiveness~~preparation of our ~~disclosure~~financial ~~controls~~statements ~~and~~for ~~procedures~~external asreporting ofpurposes ~~December~~in accordance ~~31,~~with ~~2021, pursuant to Rule 13a-15(b) under the Exchange Act~~GAAP. ~~Based~~Our ~~upon~~internal ~~that~~control ~~evaluation,~~over ~~our~~financial ~~Certifying~~reporting ~~Officers~~includes ~~concluded~~those ~~that,~~policies ~~as of December 31, 2021, our disclosure controls~~ and procedures ~~were effective.~~that:

~~We do~~(1) ~~not~~pertain ~~expect~~to ~~that~~the ~~our~~maintenance ~~disclosure controls and procedures will prevent all errors and all instances~~ of ~~fraud.~~records ~~Disclosure controls and procedures~~that, noin ~~matter how well conceived and operated, can provide only~~ reasonable, ~~not absolute~~detail, ~~assurance~~accurately ~~that the objectives of the disclosure controls~~ and ~~procedures~~fairly ~~are met. Further, the design of disclosure controls and procedures must~~ reflect the ~~fact~~transactions ~~that there are resource constraints,~~ and ~~the~~dispositions ~~benefits must be considered relative to their costs. Because~~ of the ~~inherent~~assets ~~limitations in all disclosure controls and procedures, no evaluation~~ of ~~disclosure controls and procedures can provide absolute assurance that we have detected all~~ our ~~control deficiencies and instances of fraud~~company, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

46(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~Management’s Report~~(3) onprovide ~~Internal~~reasonable ~~Controls~~assurance ~~Over~~regarding ~~Financial~~prevention ~~Reporting~~or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

AsBecause of its inherent limitations, ~~required~~internal bycontrol ~~SEC~~over ~~rules~~financial ~~and~~reporting ~~regulations~~may ~~implementing~~not ~~Section 404~~prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~Sarbanes-Oxley~~risk ~~Act,~~that ~~our~~controls ~~management~~may isbecome ~~responsible~~inadequate ~~for~~because ~~establishing~~of changes in ~~and~~conditions, ~~maintaining~~or ~~adequate~~that ~~internal~~the ~~control~~degree ~~over~~or ~~financial~~compliance ~~reporting~~with the policies or procedures may deteriorate. ~~Our~~Management assessed the effectiveness of our internal control over financial reporting isat ~~designed~~December to30, ~~provide reasonable~~2022. ~~assurance~~In ~~regarding~~making ~~the~~these ~~reliability~~assessments, ofmanagement ~~financial~~used ~~reporting~~the ~~and~~criteria set forth by the ~~preparation~~Committee of ~~our~~Sponsoring ~~financial~~Organizations ~~statements~~of ~~for~~the ~~external~~Treadway ~~reporting purposes~~Commission (COSO) in ~~accordance~~Internal ~~with~~Control ~~GAAP~~— Integrated Framework (2013). Based ~~Our~~on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as ~~includes~~of ~~those~~December ~~policies~~30, ~~and procedures that:~~2022.

~~(1)~~This ~~pertain~~Annual toReport ~~the~~on ~~maintenance~~Form of10-K does ~~records~~not ~~that,~~include inan ~~reasonable~~attestation ~~detail,~~report ~~accurately~~of ~~and~~internal ~~fairly~~controls ~~reflect~~from ~~the~~our ~~transactions~~independent ~~and~~registered ~~dispositions~~public ofaccounting ~~the~~firm ~~assets~~due ofto our status as an emerging growth company, under the JOBS Act.

~~(2)~~Changes ~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements~~ in ~~accordance~~Internal ~~with~~Control over ~~GAAP,~~Financial ~~and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and~~Reporting

There were no changes in our internal control over financial reporting (3)as ~~provide~~such ~~reasonable~~term ~~assurance~~is ~~regarding~~defined ~~prevention~~in orRules ~~timely~~13a-15(f) ~~detection~~and 15d-15(f) of ~~unauthorized~~the ~~acquisition,~~Exchange ~~use~~Act) orduring ~~disposition~~the ofmost recent ~~our~~fiscal ~~assets~~quarter that ~~could~~ have amaterially ~~material~~affected, ~~effect~~or onare ~~the~~reasonably ~~financial~~likely ~~statements~~to materially affect, our internal control over financial reporting.

~~Because~~ITEM ~~of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements~~9B. ~~Also,~~OTHER projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2021.INFORMATION

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS ActNone.

~~Changes~~ITEM in9C. ~~Internal~~DISCLOSURE ~~Control~~REGARDING ~~over~~FOREIGN ~~Financial~~JURISDICTIONS ~~Reporting~~THAT PREVENT INSPECTIONS

~~There were~~Not no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingapplicable.

~~ITEM 9B. OTHER INFORMATION~~47

~~None.~~PART III

ITEM ~~9C.~~ ~~DISCLOSURE~~10. ~~REGARDING~~DIRECTORS, ~~FOREIGN~~EXECUTIVE ~~JURISDICTIONS~~OFFICERS ~~THAT~~AND ~~PREVENT~~CORPORATE ~~INSPECTIONS~~GOVERNANCE

~~Not~~Directors ~~applicable.~~and Executive Officers

47As of the date of this Annual Report on Form 10-K, our directors and officers are as follows:

PART III

Name	Age	Position
Brian K. Ferraioli	67	Executive Chairman and Director
L. Joe Boyer	59	Chief Executive Officer and Director
R. Foster Duncan	68	Director
Leonard K. Lemoine	67	Director
Daniel G. Weiss	55	Director
Thomas H. Henley	57	Director
Raquel G. Richmond	49	Director
Collis Temple III	43	Director
David D. Quinn Sr.	51	Chief Financial Officer
Kenneth J. Burns, Jr.	58	Chief Operating Officer
Harshal B. Desai	44	Chief Growth Officer
Walter G. Powell	51	Chief Accounting Officer
John Alex Mollere	51	Chief Administrative Officer
Jonathan M. Parnell	37	Chief Strategy Officer

~~ITEM~~Brian K. Ferraioli 10has served as Executive Chairman of the Board, and as a director of the Company, since February 2020. ~~DIRECTORS~~Mr. Ferraioli is also an Operating Partner at Bernhard Capital Partners, ~~EXECUTIVE~~and ~~OFFICERS~~has ~~AND~~worked ~~CORPORATE~~with ~~GOVERNANCE~~the firm since 2019. Mr. Ferraioli served as Executive Vice President and Chief Financial Officer of KBR, Inc., an engineering, construction and professional services company, from 2013 to 2017. Prior to KBR, Mr. Ferraioli was Executive Vice President and Chief Financial Officer at The Shaw Group, Inc. (“The Shaw Group”), an engineering, technology and services company, from July 2007 to February 2013, when the company was acquired by another public company which is now part of McDermott International, Ltd.. Prior to joining The Shaw Group, Mr. Ferraioli served as Vice President and Controller of Foster Wheeler, AG, a global engineering conglomerate which is now part of John Wood Group, PLC. Mr. Ferraioli is a director and former chair of the audit committee of Vistra Corp. a leading Fortune 275 integrated retail electricity and power generation company. Mr. Ferraioli also previously served as a director and chair of the audit committee for Team, Inc., Charah Solutions, Inc., and Babcok & Wilcox Enterprises. Mr. Ferraioli has approximately 40 years of experience in senior finance and accounting roles in the engineering and technical services industries and is also a National Association of Corporate Directors Governance Fellow. Mr. Ferraioli received his B.S. in accounting from Seton Hall University and his M.B.A. from Columbia University. The Board believes Mr. Ferraioli’s extensive leadership experience as both an executive and director of engineering and technical services companies, in addition to his wealth of knowledge pertaining to public company corporate governance, provides significant contributions to the Board.

~~Incorporated~~L. Joe Boyer has byserved ~~reference~~as a director since February 2020 and as the Company’s Chief Executive Officer since October 2017. Prior to becoming the Company’s Chief Executive Officer, Mr. Boyer served as a consultant to Bernhard Capital Partners in connection with its infrastructure delivery services business from ~~our~~August ~~definitive~~2016 ~~proxy~~to ~~statement~~October 2017. From March 2013 to February 2016, Mr. Boyer was Chief Executive Officer of Atkins’ North American arm. From 2003 to 2013, Mr. Boyer held several senior management positions at Shaw Environmental & Infrastructure, most notably as President for its Federal Division. Mr. Boyer served on the ~~2022~~Board ~~Annual~~of ~~Meeting~~Directors and Compensation Committee of ~~Stockholders,~~Municipal Utility District 5 in Austin from 2016 to be2017. ~~filed~~Mr. Boyer holds an M.B.A. from Pepperdine University and a B.S. in Architectural Engineering from The University of Texas at Austin. The Board believes Mr. Boyer’s leadership roles within ~~120 days~~our Company and his extensive industry experience provide an exceptional breadth and depth of knowledge and understanding of both our Company and the professional ~~fiscal~~testing, ~~2021 year~~inspection, ~~end~~engineering, environmental and consulting industry as a whole.

~~ITEM 11. EXECUTIVE COMPENSATION~~48

~~Incorporated~~R. Foster Duncan byhas ~~reference~~served ~~from~~as ~~our~~a ~~definitive~~director ~~proxy~~of ~~statement~~the ~~for~~Company since February 2020. Mr. Duncan joined Bernhard Capital Partners as an Operating Partner in December 2013. Mr. Duncan has more than 30 years of senior corporate, private equity and investment banking experience. Previously, Mr. Duncan held various positions in the ~~2022~~private ~~Annual~~equity ~~Meeting~~industry, including Managing Member of ~~Stockholders~~KD Capital L.L.C., an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a global investment firm. Mr. Duncan was located in KKR’s New York office and worked exclusively with KKR and its portfolio companies in connection with creating value and identifying and investing in the energy, utility, natural resources and infrastructure sectors. Previously, Mr. Duncan was Executive Vice President and CFO of Cinergy Corporation (“Cinergy”), a Fortune 250 energy and utility company, Chairman of Cinergy’s Investment Committee and CEO and President of Cinergy’s Commercial Business Unit. Prior to behis ~~filed~~time ~~within~~at ~~120~~Cinergy, he held senior management positions with LG&E Energy Corp., a utilities company, as a member of the Office of the Chairman and Executive Vice President and CFO. ~~days~~Mr. Duncan serves on the board of ~~our~~directors of Atlantic Power Corporation in Boston, Massachusetts where he is chairman ~~fiscal~~of ~~2021~~the audit committee, and is also a member of the compensation, operating and nominating and governance committees. He also previously served as a director of Essential Power, LLC, a portfolio company of Industry Funds Management (US), LLC and the Advisory Council of Greentech Capital Advisors in New ~~year~~York. ~~end~~Mr. Duncan graduated with distinction from the University of Virginia and received his M.B.A. from the A.B. Freeman Graduate School of Business at Tulane University. The Board believes Mr. Duncan’s extensive financial and executive leadership experience brings invaluable expertise and skill to the Board.

~~ITEM~~Leonard K. Lemoine 12has served as a director of the Company since February 2020. ~~SECURITY~~Mr. Lemoine ~~OWNERSHIP~~is OFthe ~~CERTAIN~~President ~~BENEFICIAL~~and ~~OWNERS~~Chief ~~AND~~Executive ~~MANAGEMENT~~Officer ~~AND~~of the Lemoine Company, LLC (“Lemoine”), a position he has held since January 2011. Mr. ~~RELATED~~Lemoine ~~STOCKHOLDERS~~founded ~~MATTERS~~Lemoine in 1975 and the company has steadily grown from a small construction company to one of the most respected, full-service contracting and construction management firms in the Southeastern United States. Lemoine constructs and manages projects ranging from minor interior renovations to some of the most complex healthcare facilities, commercial public and industrial landmarks in the Southeastern United States. Mr. Lemoine received his B.S. from Louisiana State University in 1979. The Board believes Mr. Lemoine provides valuable insights to the Board due to his extensive expertise and understanding of the construction management industry built through decades of industry experience.

~~Incorporated~~Daniel G. Weiss has byserved ~~reference~~as a director of the Company since February 2020. Mr. Weiss has been co-founder and Managing Partner of Angeleno Group LLC (“AG”), a Los Angeles-based private equity firm with a global platform focused on high growth investments in next generation clean energy and climate solutions technology companies, since AG’s founding in 2001. In addition to his firm management responsibilities, Mr. Weiss leads investments and serves on boards of multiple AG portfolio companies. Prior to the formation of AG, Mr. Weiss was an attorney at O’Melveny & Myers in Los Angeles from ~~our~~1998 to ~~definitive~~1999. ~~proxy~~Mr. Weiss ~~statement~~has ~~for~~served as a member of the ~~2022~~board ~~Annual~~of ~~Meeting~~directors of ~~Stockholders~~TPI Composites, toInc., bea ~~filed~~renewable ~~within~~energy ~~120~~manufacturing company, since 2009. Currently, Mr. ~~days~~Weiss serves on boards or public commissions for a number of ~~our~~non-profit and government ~~fiscal~~organizations ~~2021~~including the California Community Foundation, World Resources Institute, and the UCLA Institute of the Environment and Sustainability (where he serves as co-Chair). Mr. ~~year~~Weiss ~~end~~holds a J.D. from Stanford Law School, an M.A. from Stanford University and a B.A. with high honors from U.C. Berkeley. The Board believes Mr. Weiss brings to the Board a deep understanding of both the private and public sectors in which the Company operates, as well as unique and valuable expertise in the environmental and sustainability space.

~~ITEM~~Thomas H. Henley 13has served as a director of the Company since March 2020. ~~CERTAIN~~Mr. Henley ~~RELATIONSHIPS~~joined ~~AND~~Bernhard ~~RELATED~~Capital ~~TRANSACTIONS~~Partners as a member of the firm’s Investment Committee in February 2019. Prior to Bernhard Capital Partners, ~~AND~~Mr. Henley ~~DIRECTOR~~served as the Senior Managing Director of Strategic Opportunities for the UAW Retiree Medical Benefits Trust, a purchaser of retiree healthcare benefits, from March ~~INDEPENDENCE~~2016 to February 2019. Mr. Henley currently serves as a member of the board of directors for Lazarus Energy Holdings, an investment holding company, and has served in such capacity since 2006. Mr. Henley received his B.S. in Petroleum Engineering from Stanford University and his M.B.A. from the Anderson Graduate School of Management at UCLA. The Board believes Mr. Henley’s advisory and investment experience and business acumen brings important insight to the Board.

~~Incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Stockholders, to be filed within 120 days of our fiscal 2021 year end.~~49

~~ITEM~~Raquel G. Richmond has served as a director of the Company since November 2020. Ms. Richmond has been a Senior Account Manager at Greenup Industries, LLC since January 2019 and has been a realtor for Greenup & Associates, LLC in New Orleans since June 2015. Ms. Richmond previously served as the President of Rock Consulting Services, LLC in New Orleans and as Project Manager at the U.S. Army Corps of Engineers on the Hurricane Storm Damage Risk Reduction System (HSDRRS), a $14 billion infrastructure system in Southern Louisiana. Ms. ~~PRINCIPAL~~Richmond ~~ACCOUNTANT~~has ~~FEES~~over ~~AND~~fifteen years ~~SERVICES~~of experience working on federal, state and local infrastructure projects and over twenty years of experience in the professional services sector. She holds an M.A. in Education Administration and a B.A. in Psychology, both from the University of New Orleans. The Board believes Ms. Richmond’s extensive experience in the professional services sector and experience with federal, state and local infrastructure projects brings significant contributions to the Board.

~~Incorporated~~Collis Temple, III byhas ~~reference~~served ~~from~~as ~~our~~a ~~definitive~~director ~~proxy~~of ~~statement~~the ~~for~~Company ~~the~~since ~~2022~~April 2021. ~~Annual~~Mr. Temple ~~Meeting~~is a National Sales Director and agency owner with Primerica, an international financial and insurance services organization, where he has held various leadership positions of ~~Stockholders~~increasing responsibility since joining in 2004. Mr. Temple has served on the Louisiana Board of Regents since 2015, on the board of directors of the Knock Knock Children’s Museum since 2018 and on the 100 Black Men of Metro Baton Rouge and Career Compass since 2010. He also served on the board of directors of Mary Bird Perkins Cancer Center from 2018 to be2020. ~~filed~~Mr. Temple ~~within~~received ~~120~~a B.S. in General Business and a M.S. in Sports Management from Louisiana State University. The Board believes Mr. ~~days~~Temple ofbrings ~~our~~significant leadership ~~fiscal~~experience ~~2021~~and financial acumen to the Board, as well as a strong network of long-standing ~~year~~professional ~~end~~relationships built on decades spent in the Southeastern United States.

48David D. Quinn Sr. has served as the Company’s Chief Financial Officer since May 2020. Prior to becoming Chief Financial Officer, Mr. Quinn served as the Company’s Executive Vice President, Corporate Affairs beginning in September 2019. Prior to joining the Company, Mr. Quinn held multiple executive level financial, administrative and operational roles. Mr. Quinn spent much of his early career, nearly 18 years, working within The Shaw Group family of companies, beginning in September 1996 with the OHM Corporation. Mr. Quinn held the role of Vice President of Business Management with The Shaw Group when ultimately acquired by Chicago Bridge and Iron in February 2013. In July 2013, Mr. Quinn joined Atkins North America where he served in the Chief Financial Officer, Chief Operating Officer and Chief Executive Officer capacities. Mr. Quinn served on the Board of Directors of Atkins North America from 2014 to 2019. Mr. Quinn obtained a B.A. in political science and economics from the University of Massachusetts, an M.B.A. from Norwich University, an executive certificate in management and leadership from the MIT Sloan School of Management, and a leadership certificate from the University of Oxford Saïd Business School.

~~PART~~Kenneth J. Burns, IVJr. has served as the Company’s Chief Operating Officer since July 2021. Mr. Burns has more than 33 years of delivery experience that includes business operations, program and project delivery expertise, and strategy and sales for transportation and infrastructure businesses. Prior to joining the Company, Mr. Burns served as Chief Operating Officer for Atkins, NA (“Atkins”) from June 2019 to June 2021 and as DOT Business Unit Director for Atkins from 2016 to June 2019. In overseeing Atkins’ business units, Mr. Burns established a strong operational and financial performance matrix and ensured compliance with safety, quality, commercial and operational protocols. Mr. Burns is a proven leader with extensive management and operational experience delivering for diverse clients including private, local, state, and federal agencies. Before becoming Chief Operating Officer at Atkins, Mr. Burns managed the two largest national business for Atkins spanning the transportation and municipal infrastructure industries. A graduate of the University of Tennessee, he holds a B.S. in civil engineering and is registered as a professional engineer in seven states and the territory of Guam.

~~ITEM~~Harshal B. Desai has 15served as the Company’s Chief Growth Officer since March 2023 and is responsible for driving organic growth by focusing on major accounts and marquee projects in key end markets. ~~EXHIBITS~~Mr. ~~AND~~Desai ~~FINANCIAL~~brings ~~STATEMENT~~over ~~SCHEDULES~~20 years of experience in the architectural engineering and construction industry and has been involved with major infrastructure projects in U.S. and beyond, with end markets including transportation, water, federal, and power. Prior to joining the Company, he served as Building Business Development and Strategy Director for Atkins’ beginning in 2015. Mr. Desai is a registered professional engineer with a B.S. in Civil Engineering from Gujarat University, and a Master’s in Civil Engineering from Purdue University.

~~The following documents are filed as part of this report:~~50

~~(1)~~Walter G. Powell has served as the Company’s Chief Accounting Officer since May 2020. Prior to becoming Chief Accounting Officer, Mr. Powell served as the Company’s Chief Financial ~~Statements~~Officer beginning in November 2017. Prior to becoming Chief Financial Officer of the Company, Mr. Powell served as an audit partner with Deloitte & Touche LLP for ten years, responsible for audits of public and private companies ranging in size from $20 million in revenue to $40 billion in revenue. Mr. Powell holds a B.S. in accounting from the University of New Orleans. He is a Certified Public Accountant and a member of the American Institute of CPAs.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB #248)		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 - F-30

John A. Mollere has served as the Company’s Chief Administrative Officer since January 2019. Mr. Mollere brings over 25 years of experience and leadership in corporate administration. Prior to joining the Company, Mr. Mollere served most recently as Chief Administrative Officer of ATC Group Services, a leading environmental consulting and engineering firm with locations across the United States which merged with the Company in 2019, from September 2005 to January 2019. There, Mr. Mollere led a diverse team of administrative professionals including legal, risk management, health and safety, procurement, information technology, and marketing communications. Prior to joining ATC Group Services, Mr. Mollere held a leadership position for over a decade in the risk management division of Fortune 500 company, The Shaw Group (now part of McDermott International, Inc.), where he served in multiple management roles from August 1994 to September 2005. Mr. Mollere has a B.S. in Toxicology from Northeast Louisiana University and is a Certified Safety Professional.

~~(2)~~Jonathan ~~Financial~~M. Parnell has ~~Statement~~served ~~Schedules~~as the Company’s Chief Strategy Officer since February 2021. Prior to that, Mr. Parnell was Vice President — Mergers and Acquisitions since February 2020 and Director of M&A and Integration from January 2019 to February 2020. Under both roles, Mr. Parnell led the Company’s Mergers & Acquisitions department. Prior to joining the Company, Mr. Parnell was the Director of Mergers & Acquisitions and Integration with ATC Group Services from April 2018 to January 2019 and Integration Manager for ATC from July 2016 to April 2018. Prior to ATC, he was the Commercial Manager for ARMS Reliability from May 2015 to July 2016. Mr. Parnell holds a B.S. in Business Administration from Louisiana State University and an M.B.A. from the McCombs School of Business at the University of Texas at Austin.

~~None.~~Information Concerning the Board, Committees and Governance

The Board is divided into three classes with only one class of directors being elected each year. The term of office of the Class I directors, consisting of Ms. Richmond and Messrs. Boyer and Ferraioli, will expire at the 2023 annual meeting. The term of office of the Class II directors, consisting of Messrs. Duncan and Weiss, will expire at the 2024 annual meeting. The term of the Class III directors, consisting of Messrs. Henley, Lemoine and Temple, will expire at the 2025 annual meeting. The NASDAQ listing standards require that a majority of the Board be independent. The Board has determined that each of Ms. Richmond and Messrs. Duncan, Ferraioli, Henley, Lemoine, Temple and Weiss are independent within the meaning of NASDAQ Listing Rule 5605(3a)(2). ~~Exhibits~~In addition, the Board determined Mr. Boyer is not independent due to his service as our Chief Executive Officer.

We have adopted corporate ~~hereby~~governance ~~file~~guidelines asand ~~part~~charters for the Audit, Compensation and Nominating, Corporate Governance and Sustainability Committees of the ~~this~~Board ~~report~~intended to satisfy NASDAQ listing standards. We have also adopted a code of business conduct and ethics for our directors, officers and employees intended to satisfy NASDAQ listing standards and the ~~exhibits~~definition ~~listed~~of a “code of ethics” set forth in applicable SEC rules. Our corporate governance guidelines, code of business conduct and ethics and committee charters are available on our website at www.oneatlas.com under the ~~below~~“Investors” ~~Exhibit~~tab. ~~Index~~The information on our website is not part of or incorporated by reference into this Annual Report.

49The Board held eight meetings during 2022. During 2022, each of our incumbent directors attended at least 75% of the meetings of the Board held during the period in which such incumbent director served on the Board. During 2022, Mr. Duncan served as the Chair of the Audit Committee of the Board (the “Audit Committee”). Mr. Weiss served as the Chair of the Compensation Committee. Mr. Henley served as the Chair of the Nominating, Corporate Governance and Sustainability Committee. We have a policy that all directors of the Board must attend the annual meeting, absent unusual circumstances. In 2022, all of the then-current directors of the Board attended the annual meeting.

Exhibit No.		Description
2.1		Unit Purchase Agreement, dated August 12, 2019, by and among the Company, Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Intermediate Holdings LLC and Atlas Technical Consultants Holdings LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2019).
2.2		Amendment No. 1 to Unit Purchase Agreement, dated as of January 23, 2020, by and among the Company, Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Intermediate Holdings LLC and Atlas Technical Consultants LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).
3.1		Second Amended and Restated Certificate of Incorporation of Atlas Technical Consultants, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
3.2		Second Amended and Restated Bylaws of Atlas Technical Consultants, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
4.1		Warrant Agreement, dated November 15, 2018, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2018).
4.2		Amendment No. 1 to Warrant Agreement, dated as of November 17, 2020, by and among the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2020).
4.3*		Description of Securities.
4.4		Specimen Class A common stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-228018), filed with the SEC on November 15, 2018).
4.5		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-228018), filed with the SEC on November 15, 2018).
10.1		Subscription Agreement, dated as of February 14, 2020 between Atlas TC Holdings LLC and GSO COF III AIV-2 LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.2		Support Letter, dated as of February 14, 2020, between Boxwood Merger Corp. and GSO Capital Partners LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.3		Credit Agreement, dated as of February 14, 2020, by and among Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Intermediate Holdings LLC, the lenders and issuing banks from time to time party thereto, and Macquarie Capital Funding LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.4		Amendment No. 1 to the Credit Agreement, dated March 30, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2020).
10.5		Amendment No. 2 to the Credit Agreement, dated March 31, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2020).
10.6		Credit Agreement, dated as of February 25, 2021, by and among Atlas TC Holdings LLC, Atlas Intermediate Holdings LLC, the lenders and issuing banks from time to time party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2020).
10.7		Credit Agreement, dated as of February 25, 2021, by Atlas TC Holdings LLC, Atlas Intermediate Holdings LLC, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, an issuing bank and lender and the other lenders from time to time thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2020).
10.8		Nomination Agreement dated as of February 14, 2020, by and among Atlas Technical Consultants, Inc., BCP Energy Services Fund, LP, BCP Energy Services Fund-A, LP and BCP Energy Services Executive Fund, LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.9		Registration Rights Agreement, dated as of February 14, 2020, by and among Atlas Technical Consultants, Inc. and Atlas Technical Consultants Holdings LP and its limited partners (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.10		Registration Rights Agreement, dated as of February 14, 2020, by and among Boxwood Merger Corp. and GSO Capital Opportunities Fund III LP (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).

50Committees of the Board

10.11		Voting Agreement, dated as of February 14, 2020, by and between Atlas Technical Consultants, Inc. and Boxwood Sponsor LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.12		Lockup Agreement, dated as of February 14, 2020, by and between Atlas Technical Consultants, Inc. and Boxwood Sponsor LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.13		Amended and Restated Limited Liability Company Agreement of Atlas TC Holdings LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.14		Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Atlas TC Holdings LLC, dated as of February 25, 2021, by Atlas Technical Consultants, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2020).
10.15		Restrictive Covenant Agreement, dated February 14, 2020, by and among Atlas Technical Consultants Holdings LP, Atlas Technical Consultants, SPV, LLC and Arrow Environmental SPV, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.16†		Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
10.17		Commitment Letter, dated as of January 23, 2020, by and among Boxwood Merger Corp., Atlas TC Holdings LLC and GSO Capital Partners LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).
10.18		Closing Payment Letter, dated as of January 23, 2020, by and among Boxwood Merger Corp., Atlas TC Holdings LLC and GSO Capital Partners LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).
10.19		Forfeiture Agreement, dated as of January 23, 2020, by and among Boxwood Sponsor, LLC and Atlas Technical Consultants Holdings LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).
10.20		Amendment No. 1 to Commitment Letter, dated as of January 23, 2020, by and among Boxwood Merger Corp., Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc. and Natixis, New York Branch (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).
10.21		Debt Commitment Letter, dated August 12, 2019, by and among Boxwood Merger Corp., Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc. and Natixis, New York Branch (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with t

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