Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MEG | |
Entity Registrant Name | Montrose Environmental Group, Inc. | |
Entity Central Index Key | 0001643615 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 30,154,844 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39394 | |
Entity Tax Identification Number | 46-4195044 | |
Entity Incorporation State Country Code | DE | |
Entity Address Address Line1 | 5120 Northshore Drive | |
Entity Address City Or Town | North Little Rock | |
Entity Address State Or Province | AR | |
Entity Address Postal Zip Code | 72118 | |
City Area Code | 501 | |
Local Phone Number | 900-6400 | |
Security12b Title | Common Stock, par value $0.000004 per share | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash, cash equivalents and restricted cash | $ 23,307 | $ 89,828 |
Accounts receivable—net | 103,720 | 94,711 |
Contract assets | 57,114 | 52,403 |
Prepaid and other current assets | 16,469 | 10,986 |
Total current assets | 200,610 | 247,928 |
NON-CURRENT ASSETS: | ||
Property and equipment—net | 57,106 | 36,045 |
Operating lease right-of-use asset—net | 44,040 | 26,038 |
Finance lease right-of-use asset—net | 11,488 | 9,840 |
Goodwill | 368,563 | 323,868 |
Other intangible assets—net | 137,369 | 142,107 |
Other assets | 6,489 | 6,088 |
TOTAL ASSETS | 825,665 | 791,914 |
CURRENT LIABILITIES: | ||
Accounts payable and other accrued liabilities | 66,430 | 63,412 |
Accrued payroll and benefits | 25,607 | 20,528 |
Business acquisitions contingent consideration, current | 4,119 | 3,801 |
Current portion of operating lease liabilities | 11,271 | 7,895 |
Current portion of finance lease liabilities | 4,014 | 3,775 |
Current portion of long-term debt | 13,149 | 12,031 |
Total current liabilities | 124,590 | 111,442 |
NON-CURRENT LIABILITIES: | ||
Business acquisitions contingent consideration, long-term | 2,311 | 4,454 |
Other non-current liabilities | 120 | 13 |
Deferred tax liabilities—net | 7,446 | 5,742 |
Operating lease liability—net of current portion | 34,754 | 19,437 |
Finance lease liability—net of current portion | 7,379 | 6,486 |
Long-term debt—net of deferred financing fees | 155,976 | 152,494 |
Total liabilities | 359,731 | 325,799 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY: | ||
Additional paid-in-capital | 514,494 | 492,676 |
Accumulated deficit | (201,390) | (179,497) |
Accumulated other comprehensive (loss) income | (98) | 8 |
Total stockholders’ equity | 313,006 | 313,187 |
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | 825,665 | 791,914 |
Conversion Option | ||
NON-CURRENT LIABILITIES: | ||
Conversion option | 27,155 | 25,731 |
Convertible And Redeemable Series A-2 Preferred Stock | ||
NON-CURRENT LIABILITIES: | ||
REDEEMABLE SERIES PREFERRED STOCK | $ 152,928 | $ 152,928 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.000004 | $ 0.000004 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 30,091,479 | 29,746,793 |
Common stock, shares outstanding | 30,091,479 | 29,746,793 |
Convertible And Redeemable Series A-2 Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 17,500 | 17,500 |
Temporary equity, shares issued | 17,500 | 17,500 |
Temporary equity, shares outstanding | 17,500 | 17,500 |
Temporary equity, aggregate liquidation preference | $ 182.2 | $ 182.2 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
REVENUES | $ 159,101 | $ 139,910 | $ 290,529 | $ 274,590 |
COST OF REVENUES (exclusive of depreciation and amortization shown below) | 98,196 | 90,429 | 179,829 | 178,815 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE | 55,247 | 46,456 | 104,860 | 88,263 |
FAIR VALUE CHANGES IN BUSINESS ACQUISITIONS CONTINGENCIES | 353 | (3,510) | (45) | (3,531) |
DEPRECIATION AND AMORTIZATION | 11,398 | 12,280 | 21,953 | 24,424 |
LOSS FROM OPERATIONS | (6,093) | (5,745) | (16,068) | (13,381) |
OTHER (EXPENSE) INCOME | ||||
Other income (expense)-net | 947 | 343 | (889) | 2,804 |
Interest expense—net | (1,877) | (1,518) | (3,418) | (2,610) |
Total other (expense) income - net | (930) | (1,175) | (4,307) | 194 |
LOSS BEFORE EXPENSE FROM INCOME TAXES | (7,023) | (6,920) | (20,375) | (13,187) |
INCOME TAX EXPENSE | 151 | 831 | 1,518 | 2,100 |
NET LOSS | (7,174) | (7,751) | (21,893) | (15,287) |
EQUITY ADJUSTMENT FROM FOREIGN CURRENCY TRANSLATION | (118) | (84) | (106) | (3) |
COMPREHENSIVE LOSS | (7,292) | (7,835) | (21,999) | (15,290) |
CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK DIVIDEND | (4,100) | (4,100) | (8,200) | (8,200) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (11,274) | $ (11,851) | $ (30,093) | $ (23,487) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC | 30,047 | 29,678 | 29,952 | 29,670 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 30,047 | 29,678 | 29,952 | 29,670 |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - BASIC | $ (0.38) | $ (0.4) | $ (1) | $ (0.79) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - DILUTED | $ (0.38) | $ (0.4) | $ (1) | $ (0.79) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Convertible And Redeemable Series A-2 Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2021 | $ 316,501 | $ 464,143 | $ (147,678) | $ 36 | ||
Beginning balance, shares at Dec. 31, 2021 | 29,619,921 | |||||
Beginning balance at Dec. 31, 2021 | $ 152,928 | |||||
Beginning balance, shares at Dec. 31, 2021 | 17,500 | |||||
Net loss | (7,536) | (7,536) | ||||
Stock-based compensation | 10,425 | 10,425 | ||||
Dividend payment to the Series A-2 preferred shareholders | (4,100) | (4,100) | ||||
Common stock issued | 429 | 429 | ||||
Common stock issued, shares | 55,896 | |||||
Accumulated other comprehensive income | 45 | 45 | ||||
Ending balance at Mar. 31, 2022 | 315,764 | 470,897 | (155,214) | 81 | ||
Ending balance, shares at Mar. 31, 2022 | 17,500 | |||||
Ending balance at Mar. 31, 2022 | $ 152,928 | |||||
Ending balance, shares at Mar. 31, 2022 | 29,675,817 | |||||
Beginning balance at Dec. 31, 2021 | 316,501 | 464,143 | (147,678) | 36 | ||
Beginning balance, shares at Dec. 31, 2021 | 29,619,921 | |||||
Beginning balance at Dec. 31, 2021 | $ 152,928 | |||||
Beginning balance, shares at Dec. 31, 2021 | 17,500 | |||||
Net loss | $ (15,287) | |||||
Dividend payment to the Series A-2 preferred shareholders | $ (8,200) | |||||
Common stock issued, shares | 59,471 | |||||
Ending balance at Jun. 30, 2022 | $ 314,851 | 477,783 | (162,965) | 33 | ||
Ending balance, shares at Jun. 30, 2022 | 17,500 | |||||
Ending balance at Jun. 30, 2022 | $ 152,928 | |||||
Ending balance, shares at Jun. 30, 2022 | 29,679,392 | |||||
Beginning balance at Mar. 31, 2022 | 315,764 | 470,897 | (155,214) | 81 | ||
Beginning balance, shares at Mar. 31, 2022 | 29,675,817 | |||||
Beginning balance at Mar. 31, 2022 | $ 152,928 | |||||
Beginning balance, shares at Mar. 31, 2022 | 17,500 | |||||
Net loss | (7,751) | (7,751) | ||||
Stock-based compensation | 10,932 | 10,932 | ||||
Dividend payment to the Series A-2 preferred shareholders | $ (4,100) | (4,100) | ||||
Common stock issued | $ 54 | 54 | ||||
Common stock issued, shares | 3,575 | 3,575 | ||||
Accumulated other comprehensive income | $ 48 | 48 | ||||
Ending balance at Jun. 30, 2022 | 314,851 | 477,783 | (162,965) | 33 | ||
Ending balance, shares at Jun. 30, 2022 | 17,500 | |||||
Ending balance at Jun. 30, 2022 | $ 152,928 | |||||
Ending balance, shares at Jun. 30, 2022 | 29,679,392 | |||||
Beginning balance at Dec. 31, 2022 | 313,187 | 492,676 | (179,497) | 8 | ||
Beginning balance, shares at Dec. 31, 2022 | 29,746,793 | |||||
Beginning balance at Dec. 31, 2022 | $ 152,928 | |||||
Beginning balance, shares at Dec. 31, 2022 | 17,500 | |||||
Net loss | (14,719) | (14,719) | ||||
Stock-based compensation | 13,035 | 13,035 | ||||
Dividend payment to the Series A-2 preferred shareholders | (4,100) | (4,100) | ||||
Common stock issued | 2,690 | 2,690 | ||||
Common stock issued, shares | 214,571 | |||||
Accumulated other comprehensive income | 12 | 12 | ||||
Ending balance at Mar. 31, 2023 | 310,105 | 504,301 | (194,216) | 20 | ||
Ending balance, shares at Mar. 31, 2023 | 17,500 | |||||
Ending balance at Mar. 31, 2023 | $ 152,928 | |||||
Ending balance, shares at Mar. 31, 2023 | 29,961,364 | |||||
Beginning balance at Dec. 31, 2022 | 313,187 | 492,676 | (179,497) | 8 | ||
Beginning balance, shares at Dec. 31, 2022 | 29,746,793 | |||||
Beginning balance at Dec. 31, 2022 | $ 152,928 | |||||
Beginning balance, shares at Dec. 31, 2022 | 17,500 | |||||
Net loss | $ (21,893) | |||||
Dividend payment to the Series A-2 preferred shareholders | $ (8,200) | |||||
Common stock issued, shares | 344,686 | |||||
Ending balance at Jun. 30, 2023 | $ 313,006 | 514,494 | (201,390) | 98 | ||
Ending balance, shares at Jun. 30, 2023 | 17,500 | |||||
Ending balance at Jun. 30, 2023 | $ 152,928 | |||||
Ending balance, shares at Jun. 30, 2023 | 30,091,479 | |||||
Beginning balance at Mar. 31, 2023 | 310,105 | 504,301 | (194,216) | 20 | ||
Beginning balance, shares at Mar. 31, 2023 | 29,961,364 | |||||
Beginning balance at Mar. 31, 2023 | $ 152,928 | |||||
Beginning balance, shares at Mar. 31, 2023 | 17,500 | |||||
Net loss | (7,174) | (7,174) | ||||
Stock-based compensation | 11,090 | 11,090 | ||||
Dividend payment to the Series A-2 preferred shareholders | (4,100) | $ (4,100) | (4,100) | |||
Common stock issued | $ 3,203 | 3,203 | ||||
Common stock issued, shares | 130,115 | 130,115 | ||||
Accumulated other comprehensive income | $ 118 | 118 | ||||
Ending balance at Jun. 30, 2023 | $ 313,006 | $ 514,494 | $ (201,390) | $ 98 | ||
Ending balance, shares at Jun. 30, 2023 | 17,500 | |||||
Ending balance at Jun. 30, 2023 | $ 152,928 | |||||
Ending balance, shares at Jun. 30, 2023 | 30,091,479 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | |||||
Net loss | $ (7,174) | $ (7,751) | $ (21,893) | $ (15,287) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
Provision (recovery) for bad debt | 1,824 | (171) | $ (1,097) | ||
Depreciation and amortization | 11,398 | 12,280 | 21,953 | 24,424 | |
Amortization of right-of-use asset | 5,041 | 4,582 | |||
Stock-based compensation expense | 11,090 | 10,932 | 24,125 | 21,357 | |
Fair value changes in financial instruments | 1,008 | (2,856) | |||
Fair value changes in business acquisition contingencies | 353 | (3,510) | (45) | (3,531) | |
Deferred income taxes | 1,518 | 2,100 | |||
Other | 1,134 | 370 | |||
Changes in operating assets and liabilities—net of acquisitions: | |||||
Accounts receivable and contract assets | 2,078 | 8,248 | |||
Prepaid expenses and other current assets | (1,673) | (433) | |||
Accounts payable and other accrued liabilities | (5,553) | (10,171) | |||
Accrued payroll and benefits | 411 | (7,794) | |||
Payment of contingent consideration | (611) | (19,457) | |||
Change in operating leases | (4,805) | (4,323) | |||
Net cash provided by (used in) operating activities | 24,512 | (2,942) | |||
INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (20,951) | (3,501) | |||
Proprietary software development and other software costs | (2,041) | (147) | |||
Proceeds from insurance | 86 | 277 | |||
Payment of purchase price true ups | (1,027) | (631) | |||
Cash paid for acquisitions—net of cash acquired | (63,050) | (14,328) | |||
Net cash used in investing activities | (86,983) | (18,330) | |||
FINANCING ACTIVITIES: | |||||
Proceeds from the aircraft loan | 10,935 | ||||
Repayment of term loan | (6,597) | (6,563) | |||
Payment of contingent consideration | (1,194) | (10,722) | |||
Repayment of finance leases | (2,198) | (1,911) | |||
Proceeds from issuance of common stock for exercised stock options | 3,295 | 483 | |||
Dividend payment to the Series A-2 shareholders | (8,200) | (8,200) | |||
Payments of deferred offering costs | (183) | ||||
Net cash used in financing activities | (3,959) | (27,096) | |||
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (66,430) | (48,368) | |||
Foreign exchange impact on cash balance | (91) | 41 | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||||
Beginning of year | 89,828 | 146,741 | 146,741 | ||
End of period | $ 23,307 | $ 98,414 | 23,307 | 98,414 | $ 89,828 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | |||||
Cash paid for interest | 2,937 | 3,196 | |||
Cash paid for income tax | 1,261 | 699 | |||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Accrued purchases of property and equipment | 2,304 | 1,408 | |||
Property and equipment purchased under finance leases | 3,326 | 1,273 | |||
Common stock issued to acquire new businesses | 2,598 | ||||
Acquisitions unpaid contingent consideration | $ 6,430 | $ 6,374 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (7,174) | $ (14,719) | $ (7,751) | $ (7,536) | $ (21,893) | $ (15,287) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 14, 2023 , Vijay Manthripragada , Chief Executive Officer , amended an existing trading plan intended to satisfy Rule 10b5-1(c). The plan, as amended, provides for (a) the sale of 12,500 shares of Company common stock on September 13, 2024 and (b) the purchase of up to 100,000 shares of Company common stock in connection with the exercise of stock options, and the sale of up to 100,000 of such shares between September 13, 2023 and March 14, 2024, in each case subject to certain conditions. On June 15, 2023 , Allan Dicks , Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to (a) sell up to 16,310 shares of Company common stock between September 15, 2023 and June 14, 2024, subject to certain conditions and (b) to purchase up to 98,260 shares of Company common stock in connection with the exercise of stock options, and to sell up to 98,260 of such shares between September 15, 2023 and June 14, 2024, subject to certain conditions. |
Vijay Manthripragada | |
Trading Arrangements, by Individual | |
Name | Vijay Manthripragada |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 14, 2023 |
Allan Dicks | |
Trading Arrangements, by Individual | |
Name | Allan Dicks |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 15, 2023 |
Rule 10b5-1 Trading Plan Sale of Common Stock on September 13, 2024 | Vijay Manthripragada | |
Trading Arrangements, by Individual | |
Aggregate Available | 12,500 |
Rule 10b5-1 Trading Plan Purchase of Common Stock with Exercise of Stock Options | Vijay Manthripragada | |
Trading Arrangements, by Individual | |
Aggregate Available | 100,000 |
Rule 10b5-1 Trading Plan Purchase of Common Stock with Exercise of Stock Options | Allan Dicks | |
Trading Arrangements, by Individual | |
Aggregate Available | 98,260 |
Rule 10b5-1 Trading Plan Sale of Common Stock on September 13, 2023 and March 14, 2024 | Vijay Manthripragada | |
Trading Arrangements, by Individual | |
Aggregate Available | 100,000 |
Rule 10b5-1 Trading Plan Sale of Common Stock on September 15, 2023 and June 14, 2024 | Allan Dicks | |
Trading Arrangements, by Individual | |
Aggregate Available | 16,310 |
Rule 10b5-1 Trading Plan Sale of Common Stock on September 15, 2023 and June 14, 2024 | Allan Dicks | |
Trading Arrangements, by Individual | |
Aggregate Available | 98,260 |
Description of the Business and
Description of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business — Montrose Environmental Group, Inc. (“Montrose” or the “Company”) is a corporation formed on November 2013 , under the laws of the State of Delaware. The Company has approximately 100 offices across the United States, Canada, Australia and Europe and approximately 3,600 employees as of June 30, 2023. Montrose is an environmental services company serving the recurring environmental needs of a diverse client base, including Fortune 500 companies and federal, state and local governments through the following three segments: Assessment, Permitting and Response —Through its Assessment, Permitting and Response segment, Montrose primarily provides scientific advisory and consulting services to support environmental assessments, environmental emergency response, and environmental audits and permits for current operations, facility upgrades, new projects, decommissioning projects and development projects. The Company’s technical advisory and consulting offerings include regulatory compliance support and planning, environmental, ecosystem and toxicological assessments and support during responses to environmental disruption. Montrose helps clients navigate regulations at the local, state, provincial and federal levels. Measurement and Analysis —Through its Measurement and Analysis segment, Montrose’s teams test and analyze air, water and soil to determine concentrations of contaminants, as well as the toxicological impact of contaminants on flora, fauna and human health. Montrose’s offerings include source and ambient air testing and monitoring, leak detection and repair and advanced analytical laboratory services such as air, storm water, wastewater and drinking water analysis. Remediation and Reuse —Through its Remediation and Reuse segment, Montrose provides clients with engineering, design, and implementation services, primarily to treat contaminated water, remove contaminants from soil or create biogas from waste. The Company does not own the properties or facilities at which it implements these projects or the underlying liabilities, nor does it own material amounts of the equipment used in projects; instead, the Company assists clients in designing solutions, managing projects and mitigating their environmental risks and liabilities at their locations. Basis of Presentation —The unaudited condensed consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The unaudited condensed consolidated financial statements include all accounts of the Company and, in the opinion of management, include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2022 . Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All intercompany transactions, accounts and profits, have been eliminated in the unaudited condensed consolidated financial statements. |
Summary of New Accounting Prono
Summary of New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Summary of New Accounting Pronouncements | 2. SUMMARY OF NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements —In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under the new guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The new guidance was adopted as of January 1, 2023 and did not have a material impact on the Company’s unaudited condensed consolidated financial statements; however it may impact the accounting for future acquisitions. The future impact of this new guidance will be primarily a function of the facts and circumstances specific to any acquisitions consummated after adoption and therefore cannot be predicted. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the expected transition away from reference rates that are expected to be discontinued, such as London Interbank Offered Rate (“LIBOR”). In May 2023, the Company adopted the guidance when it amended certain of its agreements to transition from LIBOR to a Secured Overnight Financing Rate (“SOFR”) (Note 12). The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Revenues and Accounts Receivabl
Revenues and Accounts Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Revenues And Accounts Receivable [Abstract] | |
Revenues and Accounts Receivable | 3. REVENUES AND ACCOUNTS RECEIVABLE The Company’s main revenue sources derive from the following revenue streams: Assessment, Permitting and Response Revenues —Assessment, Permitting and Response revenues are generated from multidisciplinary environmental consulting services. The majority of the contracts are fixed-price or time and material based. Measurement and Analysis Revenues —Measurement and Analysis revenues are generated from emissions sampling, testing and reporting services, leak detection services, ambient air monitoring services and laboratory testing services. The majority of the contracts are fixed-price or time-and-materials based. Remediation and Reuse Revenues —Remediation and Reuse revenues are generated from engineering, design, implementation and operating and maintenance (“O&M”) services primarily to treat contaminated water, remove contaminants from soil or create biogas from waste. Engineering, design and implementation contracts are predominantly fixed-fee and time-and-materials based. Services on the majority of O&M contracts are provided under long-term fixed-fee contracts. Disaggregation of Revenue —The Company disaggregates revenue by its operating segments . The Company believes disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated revenue disclosures are provided in Note 18. Contract Balances —The Company presents contract balances for unbilled receivables (contract assets), as well as customer advances, deposits and deferred revenue (contract liabilities) within contract assets and accounts payable and other accrued expenses, respectively, on the unaudited condensed consolidated statements of financial position. Amounts are generally billed at periodic intervals (e.g. weekly, bi-weekly or monthly) as work progresses in accordance with agreed-upon contractual terms. The Company utilizes the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component as the period between when the Company transfers services to a customer and when the customer pays for those services is one year or less. Amounts recorded as unbilled receivables are generally for services the Company is not entitled to bill based on the passage of time. Under certain contracts, billing occurs subsequent to revenue recognition, resulting in contract assets. The Company sometimes receives advances or deposits from customers before revenue is recognized, resulting in contract liabilities. The following table presents the Company’s contract balances: June 30, December 31, 2023 2022 Contract assets $ 57,114 $ 52,403 Contract liabilities 11,333 18,549 Contract assets acquired through business acquisitions amounted to $ 2.2 million and $ 1.7 million as of June 30, 2023 and December 31, 2022 , respectively. No material contract liabilities were acquired through business acquisitions as of June 30, 2023 and December 31, 2022. Revenue recognized during the three and six months ended June 30, 2023, included in the contract liabilities balance at the beginning of the year was $ 0.5 million and $ 13.3 million, respectively. The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business. Remaining Unsatisfied Performance Obligations —Remaining unsatisfied performance obligations represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of remaining unsatisfied performance obligations increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of remaining unsatisfied performance obligations when an enforceable agreement has been reached. As of June 30, 2023 and December 31, 2022, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $ 82.3 million and $ 100.4 million, respectively. As of June 30, 2023, the Company expected to recognize approximately $ 64.8 million of this amount as revenue within a year and $ 17.5 million the year after . Accounts Receivable, Net —Th e Company extends non-interest-bearing trade credit to its customers in the ordinary course of business. Accounts receivable, net consisted of the following: June 30, December 31, Accounts receivable, invoiced $ 106,245 $ 95,055 Accounts receivable, other 981 1,571 Allowance for doubtful accounts ( 3,506 ) ( 1,915 ) Accounts receivable—net $ 103,720 $ 94,711 The Company did not have any customers that exceeded 10.0 % of its gross receivables as of June 30, 2023 and December 31, 2022. During the three and six months ended June 30, 2023 the Company had one customer who accounted for 12.3 % and 10.4 % of revenue, respectively. For the three and six months ended June 30, 2022, the Company had one customer who accounted for 16.1 % and 16.7 % of revenue, respectively. The Company performs ongoing credit evaluations and based on past collection experience, the Company believes that the receivable balances from these largest customers do not represent a significant credit risk. The allowance for doubtful accounts consisted of the following: Beginning Bad Debt Charged to Other (1) Ending Six months ended June 30, 2023 $ 1,915 $ 1,824 $ ( 233 ) $ — $ 3,506 Year ended December 31, 2022 4,581 ( 1,097 ) ( 1,696 ) 127 1,915 ____________________ (1) This amount consists of additions to the allowance due to business acquisitions. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 4. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: June 30, December 31, 2023 2022 Deposits $ 1,614 $ 1,394 Prepaid expenses 8,298 5,266 Supplies 4,889 3,632 Income tax receivable 1,668 694 Prepaid and other current assets $ 16,469 $ 10,986 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost or estimated fair value for assets acquired through business combinations. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term, including options that are deemed to be reasonably assured, or the estimated useful life of the improvement. Property and equipment, net, consisted of the following: Estimated June 30, December 31, Useful Life 2023 2022 Lab and test equipment 7 years $ 24,096 $ 21,171 Vehicles 5 years 5,842 5,732 Equipment 3 - 7 years 48,059 40,940 Furniture and fixtures 7 years 3,206 2,841 Leasehold improvements 7 years 9,425 8,576 Aircraft 10 - 20 years 12,212 931 Building 39 years 6,112 2,975 108,952 83,166 Land 725 725 Construction in progress 2,566 3,150 Less accumulated depreciation ( 55,137 ) ( 50,996 ) Total property and equipment— $ 57,106 $ 36,045 Total depreciation expense included in the unaudited condensed consolidated statements of operations was $ 2.6 million and $ 4.8 million for the three and six months ended June 30, 2023 , respectively, and $ 1.8 million and $ 3.6 million for the three and six months ended June 30, 2022, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 6. LEASES Leases are classified as either finance leases or operating leases based on criteria in ASC 842. The Company has finance leases for its vehicle and equipment leases and operating leases for its real estate space and office equipment leases. The Company’s operating and finance leases generally have original lease terms between 1 year and 15 years , an d in some instances include one or more options to renew. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company currently considers some of its renewal options to be reasonably certain to be exercised. Some leases also include early termination options, which can be exercised under specific conditions. The Company does not have material residual value guarantees or restrictive covenants associated with its leases. Finance and operating lease assets represent the right to use an underlying asset for the lease term, and finance and operating lease liabilities represent the obligation to make lease payments arising from the lease. The Company calculates the present value of its finance and operating leases using an estimated incremental borrowing rate (“IBR”), which requires judgment. For real estate operating leases, the Company estimates the IBR based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease. For all other leases, the Company estimates the IBR based on the stated interest rate on the contract. Since many of the inputs used to calculate the rate implicit in the leases are not readily determinable from the lessee’s perspective, the Company does not use the implicit interest rate. Certain leases contain variable payments, these payments are expensed as incurred and not included in the Company’s operating lease right-of-use assets and operating lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes, and insurance and are excluded from the present value of the Company’s lease obligations. The Company does not record operating lease right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. The Company also combines lease and non-lease components on all new or modified operating leases into a single lease component for all classes of assets. The components of lease expense were as follows: For the Three Months Ended June 30, Statement of Operations Location 2023 2022 Operating lease cost Lease cost Selling, general and administrative expense $ 2,804 $ 2,500 Variable lease cost Selling, general and administrative expense 299 190 Total operating lease cost 3,103 2,690 Finance lease cost Amortization of right of use assets Depreciation and amortization 1,429 1,012 Interest on lease liabilities Interest expense—net 171 108 Total finance lease cost 1,600 1,120 Total lease cost $ 4,703 $ 3,810 For the Six Months Ended June 30, Statement of Operations Location 2023 2022 Operating lease cost Lease cost Selling, general and administrative expense $ 5,545 $ 4,951 Variable lease cost Selling, general and administrative expense 625 557 Total operating lease cost 6,170 5,508 Finance lease cost Amortization of right of use assets Depreciation and amortization 2,583 1,951 Interest on lease liabilities Interest expense—net 301 220 Total finance lease cost 2,884 2,171 Total lease cost $ 9,054 $ 7,679 Supplemental cash flows information related to leases was as follows: For the Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 5,306 $ 4,741 Operating cash flows used in finance leases 301 220 Financing cash flows used in finance leases 2,198 1,911 Lease liabilities arising from new ROU assets: Operating leases 23,831 10,478 Finance leases 3,326 1,273 Weighted average remaining lease terms and weighted average discount rates were: June 30, 2023 Operating Leases Finance Leases Weighted average remaining lease term (years) 5.49 3.33 Weighted average discount rate 2.80 % 5.76 % June 30, 2022 Operating Leases Finance Leases Weighted average remaining lease term (years) 4.68 3.00 Weighted average discount rate 2.53 % 4.85 % The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year: Operating Leases Finance Leases Remainder of 2023 $ 6,239 $ 2,530 2024 11,546 3,824 2025 8,960 2,865 2026 7,028 2,134 2027 4,867 1,058 2028 and thereafter 10,322 146 Total undiscounted future minimum lease payments 48,962 12,557 Less imputed interest ( 2,937 ) ( 1,164 ) Total discounted future minimum lease payments $ 46,025 $ 11,393 |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Business Acquisitions | 7. BUSINESS ACQUISITIONS In line with the Company’s strategic growth initiatives, the Company acquired certain businesses during the six months ended June 30, 2023 and during the year ended December 31, 2022. The results of each of those acquired businesses are included in the unaudited condensed consolidated financial statements beginning on the acquisition date. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. All acquisitions resulted in the recognition of goodwill. The Company paid these premiums resulting in such goodwill for a number of reasons, including expected synergies from combining operations of the acquiree and the Company while also growing the Company’s customer base, acquiring assembled workforces, expanding its presence in certain markets and expanding and advancing its product and service offerings. The Company recorded the assets acquired and liabilities assumed at their acquisition date fair value, with the difference between the fair value of the net assets acquired and the acquisition consideration reflected as goodwill. The identifiable intangible assets for significant acquisitions are valued using the excess earnings method discounted cash flow approach for customer relationships, the relief from royalty method for trade names, the patent and external proprietary software and developed technology, the “with and without” method for covenants not to compete and the replacement cost method for the internal proprietary software by incorporating Level 3 inputs as described under the fair value hierarchy of ASC 820. These unobservable inputs reflect the Company’s own assumptions about which assumptions market participants would use in pricing an asset on a non-recurring basis. These assets will be amortized over their respective estimated useful lives. Other purchase price obligations (primarily deferred purchase price liabilities and target working capital liabilities or receivables) are included on the unaudited condensed consolidated statements of financial position in accounts payable and other accrued liabilities, other non-current liabilities or accounts receivable-net in the case of working capital deficits. Contingent consideration outstanding from acquisitions are included on the unaudited condensed consolidated statements of financial position in business acquisition contingent consideration, current or in business acquisitions contingent consideration, long-term. The contingent consideration elements of the purchase price of the acquisitions are related to earn-outs which are based on the expected achievement of revenue or earnings thresholds as of the date of the acquisition and for which the maximum potential amount is limited. The Company considers several factors when determining whether or not contingent consideration liabilities are part of the purchase price, including the following: (i) the valuation of its acquisitions is not supported solely by the initial consideration paid, (ii) the former stockholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (iii) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration at each reporting period. The Company may be required to make up to $ 7.7 million in aggregate earn-out payments between the years 2023 and 2026 in connection with certain of its business acquisitions, of which up to $ 0.8 million may be paid only in cash, up to $ 5.5 million may be paid only in common stock and up to $ 1.5 million may be paid, at the Company’s option, in cash or common stock. Transaction costs related to business combinations totaled $ 2.7 million and $ 3.5 million for the three and six months ended June 30, 2023 , respectively, and $ 0.5 million and $ 1.0 million for the three and six months ended June 30, 2022, respectively. These costs are expensed within selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations. Acquisitions Completed During the Six Months Ended June 30, 2023 Frontier Analytical Laboratories (“Frontier”) —In January 2023, the Company completed the acquisition of Frontier by acquiring certain of its assets and operations. Frontier is a specialized environmental laboratory based in El Dorado Hills, CA. Environmental Alliance, Inc. (“EAI”) —In February 2023, the Company completed the acquisition of EAI by acquiring 100.0 % of its common stock. EAI provides environmental remediation and consulting services, and is based in Wilmington, DE. GreenPath Energy LTD (“GreenPath”) —In May 2023, the Company completed the acquisition of GreenPath by acquiring 100.0 % of its common stock. GreenPath is a leading optical gas imaging and fugitive emissions management services firm and is based in Calgary, Canada. Matrix Solutions, Inc. ("Matrix") —In June 2023, the Company completed the acquisition of Matrix by acquiring 100.0 % of its common stock. Matrix is one of Canada’s leading environmental and engineering consulting companies and is based in Calgary, Canada. The following table summarizes the elements of the purchase price of the acquisitions completed during the six months ended June 30, 2023: Cash Common Other Contingent Total Matrix $ 46,563 $ — $ 2,019 (1) $ — $ 48,582 All other 2023 acquisitions 18,774 2,598 111 25 21,508 Total $ 65,337 $ 2,598 $ 2,130 $ 25 $ 70,090 ____________________ (1) Includes $ 1.3 million in holdback amounts payable to the seller. Cash funds to be used for payment have been classified as restricted cash in the Company's unaudited condensed consolidated statement of financial position. The upfront cash payment made to acquire the acquisitions completed during the six months ended June 30, 2023 was funded through cash on hand. The other purchase price components mainly consist of deferred purchase price liabilities and surplus working capital amounts. The preliminary purchase price attributable to the acquisitions was allocated as follows: Matrix (1) All other 2023 (1) Total (1) Cash $ 1,524 $ 763 $ 2,287 Accounts receivable and contract assets 15,752 3,119 18,871 Other current assets 2,094 369 2,463 Current assets 19,370 4,251 23,621 Property and equipment 2,231 1,492 3,723 Operating lease right-of-use asset 14,760 46 14,806 Customer relationships — 6,797 6,797 Trade names — 151 151 Covenants not to compete — 454 454 Other intangible assets — 444 444 Goodwill 36,118 8,763 44,881 Total assets 72,479 22,398 94,877 Current liabilities 11,267 858 12,125 Operating lease liability—net of 12,500 32 12,532 Other non-current liabilities 130 — 130 Total liabilities 23,897 890 24,787 Purchase price $ 48,582 $ 21,508 $ 70,090 ___________________________________ (1) The Company is continuing to obtain information to complete the valuation of certain of these acquisitions' assets and liabilities. The weighted average useful lives for GreenPath's identifiable customer relationships, tradenames, covenants not to compete, and proprietary software are 12 years, 1 year, 5 years, and 5 years, respectively. The weighted average useful lives for all of the other acquisitions identifiable customer relationships, tradenames, and covenants not to compete are 7 years, 2 years, and 5 years, respectively. Goodwill associated with the Frontier acquisition is deductible for income tax purposes. Frontier and GreenPath are included in the Company’s Measurement and Analysis segment. EAI and Matrix are included in the Company’s Remediation and Reuse segment. For the acquisitions completed during the six months ended June 30, 2023, the results of operations since the acquisition dates have been combined with those of the Company. The Company’s unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2023 includes revenue of $ 10.6 million and $ 11.6 million, respectively, and pre-tax income of $ 0.8 million and $ 1.0 million, respectively, related to these acquisitions. Acquisitions Completed During the Year Ended December 31, 2022 Environmental Standards, Inc. (“Environmental Standards”) —In January 2022, the Company completed the acquisition of Environmental Standards, Inc. by acquiring 100.0 % of its common stock. Environmental Standards is a provider of environmental consulting and data validation services. Environmental Standards is based in Valley Forge, PA with satellite locations nationwide. Industrial Automation Group, Inc. (“IAG”) —In January 2022, the Company completed the acquisition of Industrial Automation Group, Inc. by acquiring certain of its employees and a covenant not to compete. IAG is based in Atlanta, GA. IAG provides highly specialized engineering services which are additive to the Company’s water treatment and renewable energy technology implementations. TriAD Environmental Consultants, Inc. (“TriAD”) —In August 2022, the Company completed the acquisition of TriAD Environmental Consultants, Inc. by acquiring 100.0 % of its common stock. TriAD is a provider of environmental consulting services. TriAD is based in Nashville, TN. AirKinetics, Inc. (“AirKinetics”) —In September 2022, the Company completed the acquisition of AirKinetics, Inc. by acquiring 100.0 % of its common stock. AirKinetics is a provider of emissions testing services. AirKinetics is based in Anaheim, CA. Huco Consulting, Inc. (“Huco”) —In November 2022, the Company completed the acquisition of Huco Consulting, Inc. by acquiring 100.0 % of its common stock. Huco primarily specializes in the implementation of environment, health and safety software for industrial, commercial and government clients. Huco is based in Houston, TX. Environmental Standards and Huco are included in the Company’s Assessment, Permitting and Response segment, IAG and TriAD are included in the Remediation and Reuse segment and AirKinetics is included in the Measurement and Analysis segment. For the acquisitions comp leted during the six months ended June 30, 2022, the results of operations since the acquisition dates have been combined with those of the Company. The Company’s unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2022 includes revenue of $ 4.3 million and $ 7.6 million, respectively, and pre-tax (loss) income of $( 0.1 ) million and $ 0.7 million, respectively, related to these acquisitions. During the six months ended June 30, 2023, measurement period adjustments of $ 0.2 million were recorded to goodwill as a result of the Company’s efforts to complete the valuation of certain acquired assets and assumed liabilities (Note 8). Supplemental Unaudited Pro-Forma — The unaudited condensed consolidated financial information summarized in the following table gives effect to the 2023 and the 2022 acquisitions discussed above assuming they occurred on January 1, 2022. These unaudited consolidated pro-forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected or may have been realized as a result of the acquisitions. These unaudited consolidated pro-forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2022, nor does the information purport to reflect results for any future period. For the Three Months Ended June 30, 2023 2022 As Acquisitions Consolidated As Acquisitions Consolidated Revenues $ 159,101 $ 9,851 $ 168,952 $ 139,910 $ 24,159 $ 164,069 Net (loss) income ( 7,174 ) ( 225 ) ( 7,399 ) ( 7,751 ) 1,368 ( 6,383 ) For the Six Months Ended June 30, 2023 2022 As Acquisitions Consolidated As Acquisitions Consolidated Revenues $ 290,529 $ 24,622 $ 315,151 $ 274,590 $ 42,910 $ 317,500 Net (loss) income ( 21,893 ) 358 ( 21,535 ) ( 15,287 ) 1,470 ( 13,817 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. GOODWILL AND INTANGIBLE ASSETS Amounts related to goodwill are as follows: Assessment, Measurement Remediation Total Balance as of December 31, 2022 $ 185,116 $ 86,205 $ 52,547 $ 323,868 Goodwill acquired during the period — 7,146 37,735 44,881 Acquisitions measurement period adjustments ( 170 ) ( 6 ) 12 ( 164 ) Foreign currency translation impact — — ( 22 ) ( 22 ) Balance as of June 30, 2023 $ 184,946 $ 93,345 $ 90,272 $ 368,563 Amounts related to finite-lived intangible assets are as follows: June 30, 2023 Estimated Gross Accumulated Total Finite lived intangible assets Customer relationships 2 - 15 years $ 214,821 $ 105,385 $ 109,436 Covenants not to compete 4 - 5 years 33,996 29,675 4,321 Trade names 1 - 5 years 22,213 19,371 2,842 Proprietary software 3 - 5 years 25,135 17,715 7,420 Patent 16 years 17,479 4,129 13,350 Total other intangible assets $ 313,644 $ 176,275 $ 137,369 December 31, 2022 Estimated Gross Accumulated Total Finite lived intangible assets Customer relationships 2 - 15 years $ 208,024 $ 95,768 $ 112,256 Covenants not to compete 4 - 5 years 33,542 28,280 5,262 Trade names 1 - 5 years 22,061 18,256 3,805 Proprietary software 3 - 5 years 22,698 15,810 6,888 Patent 16 years 17,479 3,583 13,896 Total other intangible assets $ 303,804 $ 161,697 $ 142,107 Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. These intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. Amortization expense was $ 7.4 million and $ 14.6 million for the three and six months ended June 30, 2023 , respectively, and $ 9.5 million and $ 18.9 million for the three and six months ended June 30, 2022, respectively. Future amortization expense is estimated to be as follows for each of the five following years and thereafter: December 31, 2023 (remaining) $ 14,027 2024 25,239 2025 18,349 2026 14,498 2027 13,921 Thereafter 51,335 Total $ 137,369 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | 9. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES Accounts payable and other accrued liabilities consisted of the following: June 30, December 31, 2023 2022 Accounts payable $ 27,813 $ 25,353 Accrued expenses 22,629 14,754 Other business acquisitions purchase 1,085 1,185 Contract liabilities 11,333 18,549 Other current liabilities 3,570 3,571 Total accounts payable and $ 66,430 $ 63,412 |
Accrued Payroll and Benefits
Accrued Payroll and Benefits | 6 Months Ended |
Jun. 30, 2023 | |
Statement of Financial Position [Abstract] | |
Accrued Payroll and Benefits | 10. ACCRUED PAYROLL AND BENEFITS Accrued payroll and benefits consisted of the following: June 30, December 31, 2023 2022 Accrued bonuses $ 9,273 $ 8,624 Accrued paid time off 1,556 1,088 Accrued payroll 12,432 8,410 Accrued other 2,346 2,406 Total accrued payroll and benefits $ 25,607 $ 20,528 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting (“ASC 270”), and ASC 740. The Company’s effective tax rate (“ETR”) from continuing operations was ( 2.2 )% and ( 7.5 )% for the three and six months ended June 30, 2023, respectively, and ( 12.0 )% and ( 15.9 )% f or the three and six months ended June 30, 2022, respectively. Income tax expense recorded by the Company during the three and six months ended June 30, 2023 was $ 0.2 million and $ 1.5 million, respectively. Income tax expense recorded by the Company during the three and six months ended June 30, 2022 wa s $ 0.8 million and $ 2.1 million, respectively. The difference between the ETR and federal statutory rate of 21.0 % is primarily attributable to items recorded for U.S. G AAP but permanently disallowed for U.S. federal income tax purposes, recognition of a U.S. federal and state valuation allowance and state and foreign income tax provisions. A valuation allowance is recorded when it is more-likely-than-not some of the Company’s deferred tax assets may not be realized. Significant judgment is applied when assessing the need for a valuation allowance and the Company considers future taxable income, reversals of existing deferred tax assets and liabilities and ongoing prudent and feasible tax planning strategies, in making such assessment. As of June 30, 2023, the Company’s U.S. federal, state and various foreign net deferred tax assets are not more-likely-than-not to be realized and a full valuation allowance is maintained. The Company records uncertain tax positions in accordance with ASC 740, on the basis of a two-step process in which (i) the Company determines whether it is more likely than not a tax position will be sustained on the basis of the technical merits of such position and (ii) for those tax positions meeting the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50.0% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined it has no uncertain tax positions as of June 30, 2023 . The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 12. DEBT Debt consisted of the following: June 30, December 31, 2023 2022 Term loan facility $ 159,687 $ 166,250 Revolving line of credit — — Aircraft loan 10,935 — Less deferred debt issuance costs ( 1,497 ) ( 1,725 ) Total debt 169,125 164,525 Less current portion of long-term debt ( 13,149 ) ( 12,031 ) Long-term debt, less current portion $ 155,976 $ 152,494 Deferred Financing Costs —Costs relating to debt issuance have been deferred and are presented as discounted against the underlying debt instrument. These costs are amortized to interest expense over the terms of the underlying debt instruments. 2021 Credit Facility —On April 27, 2021 , the Company entered into a Senior Secured Credit Agreement providing for a $ 300.0 million credit facility comprised of a $ 175.0 million term loan and a $ 125.0 million revolving line of credit (the “2021 Credit Facility”), and used a portion of the proceeds from the 2021 Credit Facility to repay all amounts outstanding under the prior credit facility. The revolving line of credit portion of the 2021 Credit Facility includes a $ 20.0 million sublimit for the issuance of letters of credit. Subject to certain exceptions, all amounts under the 2021 Credit Facility will become due on April 27, 2026 . The Company has the option to borrow incremental term loans or request an increase in the aggregate commitments under the revolving credit facility up to an aggregate amount of $ 150.0 million subject to the satisfaction of certain conditions. The 2021 Credit Facility term loan must be repaid in quarterly installments and shall amortize at the following future quarterly rates: Date Quarterly Installment Rate September 30, 2023 1.25 % December 31, 2023 1.88 % March 31, 2024 1.88 % June 30, 2024 1.88 % September 30, 2024 1.88 % December 31, 2024 1.88 % March 31, 2025 1.88 % June 30, 2025 1.88 % September 30, 2025 1.88 % December 31, 2025 2.50 % March 31, 2026 2.50 % April 27, 2026 Remaining balance Repayments of quarterly installments were scheduled to begin with the quarter ended December 31, 2021. The first quarterly installment repayment, amounting to $ 2.2 million, was paid in January 2022. Exclusive of the payment made in respect of the quarter ended December 31, 2021, the quarterly installment repayments for the six months ended June 30, 2022 amounted to $ 4.4 million. The December 31, 2022 installment repayment, amounting to $ 2.2 million, was paid in January 2023. Exclusive of the payment made in respect of the quarter ended December 31, 2022, the quarterly installment repayments for the six months ended June 30, 2023 amounted to $ 4.4 million. On May 31, 2023, the Company amended its 2021 Credit Facility agreement to transition the reference rate from LIBOR to SOFR. The transition to SOFR did not materially impact the interest rate paid by the Company or change any material terms of the 2021 Credit Facility. The 2021 Credit Facility term loan and the revolving line of credit bear interest subject to the applicable spread based on Company’s leverage ratio and SOFR plus 0.10% as follows: Pricing Tier Consolidated Senior Credit Facilities Senior Credit Facilities Commitment Letter of Credit Fee 1 ≥ 3.75 x to 1.0 2.50 % 1.50 % 0.25 % 2.50 % 2 < 3.75 x to 1.0 but ≥ 3.25 to 1.0 2.25 1.25 0.23 2.25 3 < 3.25 x to 1.0 but ≥ 2.50 to 1.0 2.00 1.00 0.20 2.00 4 < 2.50 x to 1.0 but ≥ 1.75 to 1.0 1.75 0.75 0.15 1.75 5 < 1.75 x to 1.0 1.50 0.50 0.15 1.50 On May 30, 2023, the Company amended the interest rate swap transaction it entered into on January 27, 2022 (the "2022 Interest Rate Swap"), to convert the floating component of the interest rate on $ 100.0 million of borrowings to 1-Month Term SOFR and a new coupon of 1.319 % until January 27, 2025 . Prior to the amendment, the floating component of the interest rate was subject to LIBOR and a coupon of 1.39 %. The transition to SOFR did not materially impact the interest rate paid by the Company or change any material terms of the 2022 Interest Rate Swap. Further, on May 30, 2023, the Company entered into a second interest rate swap transaction fixing the floating component of the interest rate on an additional $ 70.0 million of borrowings to 1-Month Term SOFR and a coupon of 3.88 % until April 27, 2026 . Additionally, effective September 1, 2022, the Company received an interest rate reduction of 0.05 % under the 2021 Credit Facility based on the Company’s achievement of certain sustainability and environmental, social and governance related objectives as provided for in the 2021 Credit Facility. The 2021 Credit Facility includes a number of covenants imposing certain restrictions on the Company’s business, including, among other things, restrictions on the Company’s ability, subject to certain exceptions and baskets, to incur indebtedness, incur liens on its assets, agree to any additional negative pledges, pay dividends or repurchase stock, limit the ability of its subsidiaries to pay dividends or distribute assets, make investments, enter into any transaction of merger or consolidation, liquidate, wind-up or dissolve, or convey any part of its business, assets or property, or acquire the business, property or assets of another person, enter into sale and leaseback transactions, enter into certain transactions with affiliates, engage in any material line of business substantially different from those engaged on the closing date, modify the terms of indebtedness subordinated to the loans incurred under the 2021 Credit Facility and modify the terms of its organizational documents. The 2021 Credit Facility also includes financial covenants which required the Company to remain below a maximum total net leverage ratio of 4.25 times until the fiscal quarter ended September 31, 2022, which stepped down to 4.00 times during the fiscal quarter ending December 31, 2022 and applies through and including the fiscal quarter ending September 30, 2023 and then further steps down to 3.75 times beginning with the fiscal quarter ending December 31, 2023, and a minimum fixed charge coverage ratio of 1.25 times. As of June 30, 2023 and December 31, 2022, the Company’s consolidated total leverage ratio (as defined in the 2021 Credit Facility) was 1.9 times and 1.3 times, respe ctively, and the Company was in compliance with all covenants under the 2021 Credit Facility. The 2021 Credit Facility requires customary mandatory prepayments of the term loan and revolver and cash collateralization of letters of credit, subject to customary exceptions, including 100.0 % of the proceeds of debt not permitted by the 2021 Credit Facility, 100.0 % of the proceeds of certain dispositions, subject to customary reinvestment rights, where applicable, and 100.0 % of insurance or condemnation proceeds, subject to customary reinvestment rights, where applicable. The 2021 Credit Facility also includes customary events of default and related acceleration and termination rights. The weighted average interest rate on the 2021 Credit Facility for the six months ended June 30, 2023 and June 30, 2022, before giving effect to the impact of the interest rate swaps, was 6.3 % and 2.2 %, respectively. The Company’s obligations under the 2021 Credit Facility are guaranteed by certain of the Company’s existing and future direct and indirect subsidiaries, and such obligations are secured by substantially all of the Company’s assets, including the capital stock or other equity interests in those subsidiaries. Loan and Aircraft Security Agreement —On May 18, 2023, the Company entered into a Loan and Aircraft Security Agreement to finance $ 10.9 million of the purchase a new aircraft (the "Aircraft Loan"). The Aircraft Loan must be repaid in 60 monthly consecutive installments and all outstanding amounts will become due on May 18, 2028. The Aircraft Loan bears interest subject to 1-Month Term SOFR and a coupon of 1.86 %. The entire principal balance may be prepaid in full subject to a 3.0 %, 2.0 % and 1.0 % prepayment fee if paid prior to the first, second and third anniversary of the loan, respectively. The aircraft serves as collateral security for the Aircraft Loan. Equipment Line of Credit —The Company has a $ 5.0 million equipment leasing facility for the purchase of equipment and related freight, installation costs and taxes paid. Any unused capacity on this equipment leasing facility expires on December 31, 2023 , with a 3-month extension option expiring on March 31, 2024 . Interest on the line of credit is determined based on a three-year swap rate at the time of funding. Equipment leased through this line of credit met the finance lease criteria as per ASC 842 and accordingly is accounted for as finance lease right-of-use assets and finance lease liabilities (Note 6). The following is a schedule of the aggregate annual maturities of long-term debt presented on the unaudited condensed consolidated statement of financial position, gross of deferred debt issuance cost of $ 1.5 million, based on the terms of the 2021 Credit Facility and the Aircraft Loan: June 30, 2021 Credit Facility Aircraft Loan Total 2024 $ 12,031 $ 1,118 $ 13,149 2025 13,125 1,109 14,234 2026 134,531 1,188 135,719 2027 — 1,273 1,273 2028 — 6,247 6,247 Total $ 159,687 $ 10,935 $ 170,622 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 13. FAIR VALUE OF FINANCIAL INSTRUMENTS The following financial instruments are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): June 30, December 31, 2023 2022 Interest rate swap (1) $ 6,462 $ 6,046 Total assets $ 6,462 $ 6,046 Business acquisitions contingent consideration, $ 4,119 $ 3,801 Business acquisitions contingent consideration, 2,311 4,454 Conversion option 27,155 25,731 Total liabilities $ 33,585 $ 33,986 _____________________________ (1) Included in other assets in the unaudited condensed consolidated statement of financial position. The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis: Interest Total Business Business Conversion Total Balance—at January 1, 2022 $ — $ — $ 31,450 $ 4,350 $ 23,081 $ 58,881 Acquisitions — — — 1,216 — 1,216 Changes in fair value included in earnings 3,982 3,982 ( 73 ) ( 390 ) 1,126 663 Payment of contingent consideration — — ( 30,179 ) — — ( 30,179 ) Reclass of long term to short term — — 1,616 ( 1,616 ) — — Balance—at June 30, 2022 $ 3,982 $ 3,982 $ 2,814 $ 3,560 $ 24,207 $ 30,581 Balance—at January 1, 2023 $ 6,046 $ 6,046 $ 3,801 $ 4,454 $ 25,731 $ 33,986 Acquisitions — — 25 — — 25 Changes in fair value included in earnings 416 416 ( 162 ) 117 1,424 1,379 Payment of contingent consideration — — ( 1,805 ) — — ( 1,805 ) Reclass of long term to short term — — 2,260 ( 2,260 ) — — Balance—at June 30, 2023 $ 6,462 $ 6,462 $ 4,119 $ 2,311 $ 27,155 $ 33,585 Quantitative Information about Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3): Interest Rate Swaps —The interest rate swaps fair value is estimated based on a mid-market price for the swaps as of the close of business of the reporting period. The fair value is prepared by discounting future cash flows of the swap to arrive at a current value of the swap. Forward curves and volatility levels inputs are determined on the basis of observable market inputs when available and on the basis of estimates when observable market inputs are not available. The Company does not apply hedge accounting but instead recognizes the instrument at fair value on the unaudited condensed consolidated statement of financial position within other assets, with changes in fair value recognized as other (expense) income in each reporting period. Business Acquisitions Contingent Consideration —The fair value of the contingent consideration payable associated with the acquisition of CTEH was determined using a Monte Carlo simulation of earnings in a risk-neutral Geometric Brownian Motion framework. The fair value of the contingent consideration payable associated with the acquisition of Environmental Standards was determined using a Probabilistic (Scenario Based) method. The fair values of the contingent consideration payables for the other acquisitions, including Sensible, were calculated based on expected target achievement amounts, which are measured quarterly and then subsequently adjusted to actuals at the target measurement date. Prior to the second quarter of 2023, the fair value of the contingent consideration payable associated with the acquisition of Sensible was determined using a Monte Carlo simulation of earnings in a risk-neutral Geometric Brownian Motion framework. As of June 30, 2023, the Sensible earnout is expected to be achieved in full and therefore, the entire payable has been recorded. The method used to price these liabilities is considered level 3 due to the subjective nature of the unobservable inputs used to determine the fair value. The input is the expected achievement of earn-out thresholds. Conversion Option —The fair value of the conversion option associated with the issuance of the Convertible and Redeemable Series A-2 Preferred Stock (Note 15) was estimated using a “with-and-without” method. The “with-and-without” methodology considers the value of the security on an as-is basis and then without the embedded conversion premium. The difference between the two scenarios is the implied fair value of the embedded derivative. The unobservable input is the required rate of return on the Series A-2. The considerable quantifiable inputs in the valuation relate to the timing of conversions or redemptions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. COMMITMENTS AND CONTINGENCIES Leases —The Company leases office facilities over various terms expiring through 2031. Certain of these operating leases contain rent escalation clauses. The Company also has office equipment leases that expire through 2028 (Note 6 and 12). Other Commitments —The Company has commitments under the 2021 Credit Facility, its Aircraft Loan, its equipment line of credit and its lease obligations (Note 6 and 12). Contingencies —The Company is subject to purchase price contingencies related to earn-outs associated with certain acquisitions (Note 7 and 13). Legal —In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, the potential loss resulting from the resolution of these matters is not expected to have a material effect on the unaudited condensed consolidated results of operations, financial position or cash flows of the Company. |
Convertible and Redeemable Seri
Convertible and Redeemable Series A-2 Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible and Redeemable Series A-2 Preferred Stock | 15. CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK On April 13, 2020, the Company entered into an agreement to issue 17,500 shares of the Convertible and Redeemable Series A-2 Preferred Stock with a par value of $ 0.0001 per share and a detachable warrant to purchase shares of the Company’s common stock with a 10-year life, in exchange for gross proceeds of $ 175.0 million, net of $ 1.3 million debt issuance costs. The Convertible and Redeemable Series A-2 Preferred Stock warrants were exercised in full on July 30, 2020. The Company paid dividends on shares of the Convertible and Redeemable Series A-2 Preferred Stock of $ 4.1 million during both the three months ended June 30, 2023 and June 30, 2022, and $ 8.2 million during both the six months ended June 30, 2023 and June 30, 2022. The Convertible and Redeemable Series A-2 Preferred Stock terms include the following: (i) no mandatory redemption, (ii) no stated value cash repayment obligation other than in the event of certain defined liquidation events, (iii) only redeemable at the Company’s option, (iv) convertible into common stock beginning on the four year anniversary of issuance at a 15.0 % discount to the common stock market price (with a limit of $ 60.0 million in stated value of Convertible and Redeemable Series A-2 Preferred Stock eligible to be converted in any 60-day period prior to the seventh anniversary of issuance and the amount of stated value of the Convertible and Redeemable Series A-2 Preferred Stock eligible for conversion limited to $ 60.0 million during year 5 and $ 120.0 million (which includes the aggregate amount of the stated value of the Convertible and Redeemable Series A-2 Preferred Stock and any accrued but unpaid dividends added to such stated value of any shares of Convertible and Redeemable Series A-2 Preferred Stock converted in year 5) during year 6), (v) 9.0 % dividend rate per year with required quarterly cash payments, (vi) in an event of noncompliance, the dividend rate shall increase to 12.0 % per annum for the first 90-day period from and including the date the noncompliance event occurred, and thereafter shall increase to 14.0 % per annum, (vii) debt incurrence test ratio of 4.5 times, and (viii) minimum repayment amount of $ 25.0 million. The Company may, at its option on any one or more dates, redeem all or a minimum portion (the lesser of (i) $ 25.0 million in aggregate stated value of the Convertible and Redeemable Series A-2 Preferred Stock and (ii) all of the Convertible and Redeemable Series A-2 Preferred Stock then outstanding) of the outstanding Convertible and Redeemable Series A-2 Preferred Stock in cash. With respect to any redemption of any share of the Convertible and Redeemable Series A-2 Preferred Stock prior to the third-year anniversary, the Company was subject to a make whole penalty in which the holders of the Convertible and Redeemable Series A-2 Preferred Stock are guaranteed a minimum repayment equal to outstanding redeemed stated value plus three years of dividends accrued or accruable thereon. Beginning on April 13, 2023, the Company is no longer subject to this make whole penalty. The Convertible and Redeemable Series A-2 Preferred Stock does not meet the definition of a liability pursuant to “ASC 480- Distinguishing Liabilities from Equity.” However, as (i) the instrument is redeemable upon a change of control as defined in the certificate of designations governing the terms of the Convertible and Redeemable Series A-2 Preferred Stock, and (ii) the Company cannot assert it would have sufficient authorized and unissued shares of common stock to settle all future conversion requests due to the variable conversion terms, the instrument is redeemable upon the occurrence of events that are not solely within the control of the Company, and therefore the Company classifies the Convertible and Redeemable Series A-2 Preferred Stock as mezzanine equity. Subsequent adjustment of the carrying value of the instrument is required if the instrument is probable of becoming redeemable. As of June 30, 2023, the Company has determined that a change of control is not probable. Additionally, as of June 30, 2023, the Company has determined that it is not probable that there will be a future conversion request that the Company is unable to settle with authorized and issued shares based on the Company’s current stock price and available shares as well as the Company’s monitoring efforts to ensure there are a sufficient number of shares available to settle any conversion request. Therefore, as of June 30, 2023, the Company has determined that the instrument is not probable of becoming redeemable, and does not believe subsequent adjustment of the carrying value of the instrument will be necessary. The Convertible and Redeemable Series A-2 Preferred Stock contains a conversion option of the preferred shares to shares of common stock beginning on the fourth-year anniversary of the issuance date. As of June 30, 2023 and December 31, 2022, this conversion embedded feature had a net fair value of $ 27.2 million and $ 25.7 million, respectively. The change in net fair value of $ 0.5 million and $ 1.4 million for the three and six months ended June 30, 2023 , respectively, and $ 0.6 million and $ 1.1 million for the three and six months ended June 30, 2022, respectively, was recorded to other expense. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 16. STOCKHOLDERS’ EQUITY Authorized Capital Stock— The Company was authorized to issue 190,000,000 shares of common stock, with a par value of $ 0.000004 per share as of June 30, 2023 and December 31, 2022. Common Stock Issuances — The Co mpany issued the following shares of common stock: Three Months Ended June 30, 2023 2022 Shares Average Price per Share Total Shares Average Price per Share Total Acquisitions 86,577 $ 30.01 $ 2,598 — $ — $ — Exercise of options 43,538 13.89 605 3,575 15.15 54 Total 130,115 $ 24.61 $ 3,203 3,575 $ 15.15 $ 54 Six Months Ended June 30, 2023 2022 Shares Average Price per Share Total Shares Average Price per Share Total Acquisitions 86,577 $ 30.01 $ 2,598 — $ — $ — Exercise of options 167,993 19.61 3,295 34,182 14.15 483 Restricted shares, net (1) 90,116 66.30 — 25,289 66.58 — Total 344,686 $ 34.43 $ 5,893 59,471 $ 36.44 $ 483 (1) Represents the non-cash release of common shares due to the vesting of restricted stock. Employee Equity Incentive Plans— The Company has two plans under which stock-based awards have been issued: (i) the Montrose Amended & Restated 2017 Stock Incentive Plan (“2017 Plan”) and (ii) the Montrose Amended & Restated 2013 Stock Option Plan (“2013 Plan”) (collectively the “Plans”). As of June 30, 2023, and June 30, 2022, there was $ 141.5 million and $ 162.1 million, respectively, of total unrecognized stock-based compensation expense related to unvested options, restricted stock and stock appreciation rights granted under the Plans. Such unrecognized expense is expected to be recognized over a weighted-average three year period. The following number of shares were authorized to be issued and available for grant: June 30, 2023 2017 Plan 2013 Plan Total Shares authorized to be issued 6,330,588 2,036,344 8,366,932 Shares available for grant (1) 750,326 — 750,326 June 30, 2022 2017 Plan 2013 Plan Total Shares authorized to be issued 8,139,987 2,037,144 10,177,131 Shares available for grant (1) 445,244 — 445,244 (1) In January 2023 and January 2022 the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant exclude awards of stock appreciation rights approved in December 2021 that are subject to vesting based on the achievement of certain market conditions, which have not yet been, and may not be, a chieved. See footnote 1 to the table in Common Stock Reserved for Future Issuance below for additional information on stock appreciation rights. Total stock-based compensation expense for the Plans was as follows: Three Months Ended June 30, 2023 2022 2017 plan 2013 2017 plan 2013 Options Restricted SARs Options Total Options Restricted SARs Options Total Cost of revenue $ 466 $ 243 $ — $ — $ 709 $ 371 $ — $ — $ — $ 371 Selling, general and 1,070 7,021 2,290 — 10,381 2,254 6,017 2,290 — 10,561 Total $ 1,536 $ 7,264 $ 2,290 $ — $ 11,090 $ 2,625 $ 6,017 $ 2,290 $ — $ 10,932 Six Months Ended June 30, 2023 2022 2017 plan 2013 2017 plan 2013 Options Restricted SARs Options Total Options Restricted SARs Options Total Cost of revenue $ 815 $ 786 $ — $ — $ 1,601 $ 665 $ — $ — $ — $ 665 Selling, general and 2,794 15,175 4,555 — 22,524 4,233 11,809 4,650 — 20,692 Total $ 3,609 $ 15,961 $ 4,555 $ — $ 24,125 $ 4,898 $ 11,809 $ 4,650 $ — $ 21,357 Montrose Amended & Restated 2017 Stock Incentive Plan Restricted Stock Awards and Restricted Stock Units— The Company issues restricted stock awards ("RSAs") to certain 2017 Plan participants as Director’s compensation. There were zero RSAs granted during the three months ended June 30, 2023 and June 30, 2022. There were 17,346 and 10,920 RSAs granted during the six months ended June 30, 2023 and June 30, 2022, respectively. These RSAs vest one year from the date of grant, or, in each case, in full upon a change in control, subject to the participant’s continued service as a Director throughout such date, or upon retirement. Members of the Board of Directors that receive stock-based compensation are treated as employees for accounting purposes. During the three and six months ended June 30, 2023, the Board of Directors approved the grant of 53,164 and 253,587 restricted stock units (“RSUs”) to certain senior non-executive employees of the Company, in lieu of options. These RSUs represent the right to receive one share of the Company’s common stock upon vesting. These RSUs vest annually over a 4-year period from the date of grant, subject to continued service through each such date. No RSUs were issued to senior non-executive employees during the six months ended June 30, 2022. During 2023 and 2022, the Board of Directors approved the grant of RSUs under certain supplemental incentive plans ("SI Plans"). There were 123,932 and zero RSUs issued under these SI Plans during the three months ended June 30, 2023 and June 30, 2022, respectively. There were 253,587 and 95,404 RSUs issued under these SI Plans during the six months ended June 30, 2023 and June 30, 2022, respectively. The majority of the RSUs issued during the six months ended June 30, 2023 vested 1/3 on the date of grant, and will vest 1/3 on the one-year anniversary of the grant, and 1/3 on the two-year anniversary of the grant, subject to continued service through each such date. The remaining RSUs vest a nnually over a 4-year period fro m the date of grant, subject to continued service through each such date. RSAs and RSUs activity was as follows: Three Months Ended June 30, 2023 2022 Shares Average Price per Share Fair Value Shares Average Price per Share Fair Value Awards granted 177,096 $ 37.27 $ 6,600 — $ — $ — Awards forfeited ( 3,559 ) 32.16 114 — — — Six Months Ended June 30, 2023 2022 Shares Average Price per Share Fair Value Shares Average Price per Share Fair Value Awards granted 641,282 $ 33.90 $ 21,740 106,324 $ 46.82 $ 4,978 Awards forfeited ( 3,559 ) 32.16 114 — — — Awards vested 90,116 36.81 3,317 25,289 30.98 783 There were an aggregate of 2,701,920 and 2,064,197 shares underlying outstanding RSAs and RSUs awards as of June 30, 2023 and June 30, 2022, respectively. Stock Appreciation Rights— As of June 30, 2023 , there were 3,000,000 units of stock appreciation rights (“SARs”) outstanding under the 2017 Plan. These SARs represent the right to receive, upon exercise, a payment equal to the excess of (a) the fair market value of one share of the Company’s common stock, over (b) an exercise price of $ 66.79 , payable, at the Company’s election, in cash or shares of common stock. These SARs vest on the 5th anniversary of the date of grant based on achievement of performance hurdles over a five year period, subject to continued service on the vesting date. The performance hurdles are as follows: SARs Stock Price Performance Hurdle Portion of SARs Subject to Performance Hurdle $ 133.58 1/3 $ 166.98 1/3 $ 200.37 1/3 The performance hurdles shall be deemed achieved if the average trading price per share of the Company’s common stock equals or exceeds the applicable stock price performance hurdle set forth above for the trading days falling in a consecutive 20-day period prior to the vesting date. None of the market conditions have been achieved as of June 30, 2023. The SARs expire 10 years after the grant date. The fair value of these SARs at the grant date was $ 46.0 million. The weighted average remaining contract life of these SARs as of June 30, 2023 was 8.46 years. Options —Options issued to all optionees under the 2017 P lan vest over 4-years from the date of issuance (or earlier vesting start date, as determined by the Board of Directors) as follows: one half on the second anniversary of date of grant and the remaining half on the fourth anniversary of the date of grant, with the exception of certain annual grants to certain executive officers, which vest annually over a 3-year and 1-year period. The following summarizes the options activity of the 2017 Plan: Options to Weighted- Weighted Weighted Aggregate Outstanding as of January 1, 2022 2,036,729 $ 26 $ 14 8.30 $ 91,030 Granted 563,084 44 16 — — Forfeited/ cancelled ( 38,887 ) 35 — — — Exercised ( 14,197 ) 25 — — 393 Outstanding as of June 30, 2022 2,546,729 30 15 8.22 19,199 Outstanding as of January 1, 2023 2,579,566 $ 31 $ 15 7.76 $ 37,292 Granted 233,955 32 14 — — Forfeited/ cancelled ( 63,085 ) 37 — — — Expired ( 1,200 ) 25 — — — Exercised ( 125,229 ) 24 — — 2,794 Outstanding as of June 30, 2023 2,624,007 $ 31 $ 16 7.46 $ 32,414 Exercisable at June 30, 2023 1,365,861 29 — 6.76 18,892 The following weighted-average assumptions were used in the Black-Sholes option-pricing model calculation: June 30, June 30, 2023 2022 Common stock value (per share) $ 32.16 $ 44.01 Expected volatility 33.79 % 33.45 % Risk-free interest rate 3.72 % 1.78 % Expected life (years) 7.00 6.35 Forfeiture rate None None Dividend rate None None Montrose Amended & Restated 2013 Stock Option Plan — The following summarizes the activity of the 2013 Plan: Options to Weighted- Weighted Weighted Aggregate Outstanding as of January 1, 2022 897,674 $ 6 $ 2 4.37 $ 57,529 Exercised ( 19,985 ) 6 — — 859 Outstanding as of June 30, 2022 877,689 6 2 3.88 23,991 Outstanding as of January 1, 2023 855,695 $ 6 $ 2 3.31 $ 32,478 Expired ( 675 ) 6 — — — Exercised ( 42,764 ) 7 — — 1,514 Outstanding as of June 30, 2023 812,256 $ 6 $ 2 2.83 $ 29,030 Exercisable at June 30, 2023 812,256 6 — 2.83 29,030 Total shares outstanding from exercised options were 1,478,423 shares and 1,243,272 shares as of June 30, 2023 and June 30, 2022, respectively. Common Stock Reserved for Future Issuances — The Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following: June 30, 2023 2022 Montrose 2013 Stock Incentive Plan 812,256 877,689 Montrose 2017 Stock Incentive Plan (1) 8,699,655 7,769,931 Total 9,511,911 8,647,620 (1) In January 2023 and 2022, the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards. Shares reserved for future issuance include 3,000,000 shares underlying the 3,000,000 performance SARs granted in December 2021 that are subject to vesting based on the achievement of certain market conditions. Assuming achievement at the highest price performance hurdle, approximately 2,000,000 shares of common stock would be issued upon vesting of these performance SARs. To date, none of the market conditions have been achieved. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 17. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. The Convertible and Redeemable Series A-2 Preferred Stock is considered a participating security during the applicable period. Net losses are not allocated to the Convertible and Redeemable Series A-2 stockholders, as they were not contractually obligated to share in the Company’s losses. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method. Potentially dilutive shares are comprised of RSAs, RSUs, SARs and shares of common stock underlying stock options outstanding under the Plans. During the three and six months ended June 30, 2023 and June 30, 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding during the applicable period due to the Company’s net loss attributable to common stockholders and potentially dilutive shares being anti-dilutive. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except for net loss per share) 2023 2022 2023 2022 Net loss $ ( 7,174 ) $ ( 7,751 ) $ ( 21,893 ) $ ( 15,287 ) Convertible and redeemable series A-2 preferred ( 4,100 ) ( 4,100 ) ( 8,200 ) ( 8,200 ) Net loss attributable to common stockholders ( 11,274 ) ( 11,851 ) ( 30,093 ) ( 23,487 ) Weighted-average common shares outstanding – 30,047 29,678 29,952 29,670 Net loss per share attributable to common $ ( 0.38 ) $ ( 0.40 ) $ ( 1.00 ) $ ( 0.79 ) The following common stock equivalents were excluded from the calculation of dilute d net loss per share attributable to common stockholders because their effect would have been anti-dilutive: June 30, 2023 (1) 2022 (1) Stock options 3,436,263 3,424,418 Restricted stock 2,325,322 1,777,958 Series A-2 5,350,017 4,728,460 SARs 3,000,000 3,000,000 _____________________________ (1) Includes 7,578,724 and 6,523,097 common stock equivalents that are out of the money as of June 30, 2023 and June 30, 2022 , respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 18. SEGMENT INFORMATION The Company has three operating and reportable segments: Assessment, Permitting and Response, Measurement and Analysis and Remediation and Reuse. These segments are monitored separately by management for performance against budget and prior year and are consistent with internal financial reporting. The Company’s operating segments are organized based upon primary services provided, the nature of the production process, their type of customers, methods used to distribute the products and the nature of the regulatory environment. Segment Adjusted EBITDA is the primary measure of operating performance for all three operating segments. Segment Adjusted EBITDA is the calculated Co mpany’s Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”), adjusted to exclude certain transactions such as stock-based compensation, acquisition costs and fair value changes in financial instruments, amongst others. Beginning in the first quarter of 2023, the calculation of Segment adjusted EBITDA no longer adjusts for start-up losses and investment in new services as the Chief Operating Decision Maker (“CODM”) no longer reviews the Segment Adjusted EBITDA measure without these costs. The CODM does not review segment assets as a measure of segment performance. During the first quarter of 2023, the Company determined to sell one of its specialty service lines within the lab testing business (the "Discontinuing Specialty Lab"), whose performance has been sporadic and whose service offering is non-core to the Company’s business. The Company expects the sale process to be completed by December 31, 2023. The discontinuation of this specialty service line, which is part of the Company's Measurement and Analysis segment, did not represent a strategic shift that had (or will have) a major effect on the Company’s operations and financial results, therefore it did not meet the requirements to be classified as discontinued operations. Corporate and Other includes costs associated with general corporate overhead (including executive, legal, finance, safety, human resources, marketing and IT related costs) that are not directly related to supporting operations. Overhead costs that are directly related to supporting operations (such as insurance, software, licenses, shared services and payroll processing costs) are allocated to the operating segments on a basis that reasonably approximates an estimate of the use of these services. Segment revenues and Adjusted EBITDA consisted of the following: Three Months Ended June 30, 2023 2022 Segment Segment Segment Adjusted Segment Adjusted Revenues EBITDA Revenues EBITDA (4) Assessment, Permitting and Response $ 61,411 $ 13,833 $ 50,037 $ 10,809 Measurement and Analysis 50,055 (1) 10,789 42,224 (1) 7,047 (3) Remediation and Reuse 47,635 6,043 47,649 7,056 Total Operating Segments 159,101 30,665 139,910 24,912 Corporate and Other — ( 9,474 ) — ( 8,399 ) Total $ 159,101 $ 21,191 $ 139,910 $ 16,513 Six Months Ended June 30, 2023 2022 Segment Segment Segment Adjusted Segment Adjusted Revenues EBITDA Revenues EBITDA (4) Assessment, Permitting and Response $ 113,625 $ 28,099 $ 95,637 $ 20,432 Measurement and Analysis 92,582 (2) 17,176 81,985 (2) 13,369 (3) Remediation and Reuse 84,322 11,321 96,968 15,049 Total Operating Segments 290,529 56,596 274,590 48,850 Corporate and Other — ( 18,802 ) — ( 15,886 ) Total $ 290,529 $ 37,794 $ 274,590 $ 32,964 _____________________________________ (1) Includes revenue of $ 2.4 million and $ 3.4 million from the Discontinuing Specialty Lab, for the three months ended June 30, 2023 and June 30, 2022 , respectively. (2) Includes revenue of $ 3.9 million and $ 9.0 million from the Discontinuing Specialty Lab, for the six months ended June 30, 2023 and June 30, 2022 , respectively. Includes Adjusted EBITDA loss of $( 0.9 ) million and Adjusted EBITDA of $ 0.4 million from the Discontinuing Specialty Lab for the three and six months ended June 30, 2022 , respectively. (4) Includes the add back of start-up losses and investment in new services of $ 0.9 million and $ 1.7 million for the three and six months ended June 30, 2022 , respectively . Presented below is a reconciliation of the Company’s segment measure to net loss: For the Three Months For the Six Months 2023 2022 2023 2022 Total $ 21,191 $ 16,513 $ 37,794 $ 32,964 Interest expense, net ( 1,877 ) ( 1,518 ) ( 3,418 ) ( 2,610 ) Income tax expense ( 151 ) ( 831 ) ( 1,518 ) ( 2,100 ) Depreciation and amortization ( 11,398 ) ( 12,280 ) ( 21,953 ) ( 24,424 ) Stock-based compensation ( 11,090 ) ( 10,932 ) ( 24,125 ) ( 21,357 ) Start-up losses and investment in new services — ( 885 ) — ( 1,671 ) Acquisition costs ( 2,696 ) ( 519 ) ( 3,471 ) ( 986 ) Fair value changes in financial instruments 865 407 ( 1,008 ) 2,856 Fair value changes in business acquisition ( 353 ) 3,510 45 3,531 Expenses related to financing transactions — — ( 4 ) ( 7 ) Discontinuing Specialty Lab ( 1,583 ) (1) — ( 4,019 ) (1) — Other losses or expenses ( 82 ) ( 1,216 ) (2) ( 216 ) ( 1,483 ) (2) Net loss $ ( 7,174 ) $ ( 7,751 ) $ ( 21,893 ) $ ( 15,287 ) __________________________ (1) Amounts consist of operating losses before depreciation related to the Discontinuing Specialty Lab . (2) Amounts include costs associated with the closing of a lab. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 19. RELATED-PARTY TRANSACTIONS The Company did no t have any related party transactions during the three and six months ended June 30, 2023 and June 30, 2022 . |
Defined Contribution Plan
Defined Contribution Plan | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 20. DEFINED CONTRIBUTION PLAN On January 1, 2014, the Company established the Montrose Environmental Group 401(k) Savings Plan (the “401(k) Savings Plan”). As of June 30, 2023, and December 31, 2022 , plan participants may defer up to 85.0 % of their eligible wages for the year, up to the Internal Revenue Service dollar limit and catch-up contribution allowed by law. The Company provided employer matching contributions equal to 100.0 % of the first 3.0 % of the participant’s compensation and 50.0 % of the participant’s elective deferrals that exceed 3.0 % but do not exceed 5.0 % of the participant’s compensation. Employer contributions under the 401(k) Savings Plan were $ 1.8 million and $ 3.9 million for the three and six months ended June 30, 2023 , respectively, and $ 1.7 million and $ 3.4 million for the three and six months ended June 30, 2022 , respectively, and are included within selling, general, and administrative expense on the unaudited condensed consolidated statements of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. SUBSEQUENT EVENTS Business Acquisitions —On July 31, 2023, the Company completed the business acquisition of Vandrensning.com ApS (“Vandrensning”) by acquiring 100.0 % of its common stock. Vandrensning provides water treatment services, and is based in Denmark. This transaction qualifies as a business acquisition and will be accounted for as a business combination. The following table summarizes the main elements of the purchase price of the acquisition: Cash (1)(2) Other Purchase Price Obligations (2) Contingent (2) Purchase Price (2) Vandrensning $ 3,267 $ 363 $ 1,100 $ 4,730 _________________________________________ The cash portion of this acquisition's purchase price was funded through cash on hand. (2) Amounts have been translated from Euros to U.S. Dollars by using the July 31, 2023 exchange rate. |
Description of the Business a_2
Description of the Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation —The unaudited condensed consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The unaudited condensed consolidated financial statements include all accounts of the Company and, in the opinion of management, include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2022 . Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All intercompany transactions, accounts and profits, have been eliminated in the unaudited condensed consolidated financial statements. |
Recently Adopted Accounting Pronouncements /Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements —In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under the new guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The new guidance was adopted as of January 1, 2023 and did not have a material impact on the Company’s unaudited condensed consolidated financial statements; however it may impact the accounting for future acquisitions. The future impact of this new guidance will be primarily a function of the facts and circumstances specific to any acquisitions consummated after adoption and therefore cannot be predicted. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the expected transition away from reference rates that are expected to be discontinued, such as London Interbank Offered Rate (“LIBOR”). In May 2023, the Company adopted the guidance when it amended certain of its agreements to transition from LIBOR to a Secured Overnight Financing Rate (“SOFR”) (Note 12). The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Revenues and Accounts Receiva_2
Revenues and Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenues And Accounts Receivable [Abstract] | |
Schedule of Contract Balances | The following table presents the Company’s contract balances: June 30, December 31, 2023 2022 Contract assets $ 57,114 $ 52,403 Contract liabilities 11,333 18,549 |
Schedule of Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net consisted of the following: June 30, December 31, Accounts receivable, invoiced $ 106,245 $ 95,055 Accounts receivable, other 981 1,571 Allowance for doubtful accounts ( 3,506 ) ( 1,915 ) Accounts receivable—net $ 103,720 $ 94,711 |
Schedule of Allowance for Doubtful Accounts | The allowance for doubtful accounts consisted of the following: Beginning Bad Debt Charged to Other (1) Ending Six months ended June 30, 2023 $ 1,915 $ 1,824 $ ( 233 ) $ — $ 3,506 Year ended December 31, 2022 4,581 ( 1,097 ) ( 1,696 ) 127 1,915 ____________________ (1) This amount consists of additions to the allowance due to business acquisitions. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following: June 30, December 31, 2023 2022 Deposits $ 1,614 $ 1,394 Prepaid expenses 8,298 5,266 Supplies 4,889 3,632 Income tax receivable 1,668 694 Prepaid and other current assets $ 16,469 $ 10,986 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net, consisted of the following: Estimated June 30, December 31, Useful Life 2023 2022 Lab and test equipment 7 years $ 24,096 $ 21,171 Vehicles 5 years 5,842 5,732 Equipment 3 - 7 years 48,059 40,940 Furniture and fixtures 7 years 3,206 2,841 Leasehold improvements 7 years 9,425 8,576 Aircraft 10 - 20 years 12,212 931 Building 39 years 6,112 2,975 108,952 83,166 Land 725 725 Construction in progress 2,566 3,150 Less accumulated depreciation ( 55,137 ) ( 50,996 ) Total property and equipment— $ 57,106 $ 36,045 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows: For the Three Months Ended June 30, Statement of Operations Location 2023 2022 Operating lease cost Lease cost Selling, general and administrative expense $ 2,804 $ 2,500 Variable lease cost Selling, general and administrative expense 299 190 Total operating lease cost 3,103 2,690 Finance lease cost Amortization of right of use assets Depreciation and amortization 1,429 1,012 Interest on lease liabilities Interest expense—net 171 108 Total finance lease cost 1,600 1,120 Total lease cost $ 4,703 $ 3,810 For the Six Months Ended June 30, Statement of Operations Location 2023 2022 Operating lease cost Lease cost Selling, general and administrative expense $ 5,545 $ 4,951 Variable lease cost Selling, general and administrative expense 625 557 Total operating lease cost 6,170 5,508 Finance lease cost Amortization of right of use assets Depreciation and amortization 2,583 1,951 Interest on lease liabilities Interest expense—net 301 220 Total finance lease cost 2,884 2,171 Total lease cost $ 9,054 $ 7,679 |
Summary of Supplemental Cash Flow Information Related To Leases | Supplemental cash flows information related to leases was as follows: For the Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 5,306 $ 4,741 Operating cash flows used in finance leases 301 220 Financing cash flows used in finance leases 2,198 1,911 Lease liabilities arising from new ROU assets: Operating leases 23,831 10,478 Finance leases 3,326 1,273 |
Summary of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates | Weighted average remaining lease terms and weighted average discount rates were: June 30, 2023 Operating Leases Finance Leases Weighted average remaining lease term (years) 5.49 3.33 Weighted average discount rate 2.80 % 5.76 % June 30, 2022 Operating Leases Finance Leases Weighted average remaining lease term (years) 4.68 3.00 Weighted average discount rate 2.53 % 4.85 % |
Schedule of Maturities of Lease Liabilities | The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year: Operating Leases Finance Leases Remainder of 2023 $ 6,239 $ 2,530 2024 11,546 3,824 2025 8,960 2,865 2026 7,028 2,134 2027 4,867 1,058 2028 and thereafter 10,322 146 Total undiscounted future minimum lease payments 48,962 12,557 Less imputed interest ( 2,937 ) ( 1,164 ) Total discounted future minimum lease payments $ 46,025 $ 11,393 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Line Items] | |
Summary of Supplemental Unaudited Pro-Forma Information | The unaudited condensed consolidated financial information summarized in the following table gives effect to the 2023 and the 2022 acquisitions discussed above assuming they occurred on January 1, 2022. These unaudited consolidated pro-forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected or may have been realized as a result of the acquisitions. These unaudited consolidated pro-forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2022, nor does the information purport to reflect results for any future period. For the Three Months Ended June 30, 2023 2022 As Acquisitions Consolidated As Acquisitions Consolidated Revenues $ 159,101 $ 9,851 $ 168,952 $ 139,910 $ 24,159 $ 164,069 Net (loss) income ( 7,174 ) ( 225 ) ( 7,399 ) ( 7,751 ) 1,368 ( 6,383 ) For the Six Months Ended June 30, 2023 2022 As Acquisitions Consolidated As Acquisitions Consolidated Revenues $ 290,529 $ 24,622 $ 315,151 $ 274,590 $ 42,910 $ 317,500 Net (loss) income ( 21,893 ) 358 ( 21,535 ) ( 15,287 ) 1,470 ( 13,817 ) |
Matrix, Frontier, EAI, GreenPath | |
Business Acquisition [Line Items] | |
Summary of Main Elements of Purchase Price of Acquisitions | The following table summarizes the elements of the purchase price of the acquisitions completed during the six months ended June 30, 2023: Cash Common Other Contingent Total Matrix $ 46,563 $ — $ 2,019 (1) $ — $ 48,582 All other 2023 acquisitions 18,774 2,598 111 25 21,508 Total $ 65,337 $ 2,598 $ 2,130 $ 25 $ 70,090 ____________________ (1) Includes $ 1.3 million in holdback amounts payable to the seller. Cash funds to be used for payment have been classified as restricted cash in the Company's unaudited condensed consolidated statement of financial position. |
Summary of Purchase Price Attributable to Acquisitions | The preliminary purchase price attributable to the acquisitions was allocated as follows: Matrix (1) All other 2023 (1) Total (1) Cash $ 1,524 $ 763 $ 2,287 Accounts receivable and contract assets 15,752 3,119 18,871 Other current assets 2,094 369 2,463 Current assets 19,370 4,251 23,621 Property and equipment 2,231 1,492 3,723 Operating lease right-of-use asset 14,760 46 14,806 Customer relationships — 6,797 6,797 Trade names — 151 151 Covenants not to compete — 454 454 Other intangible assets — 444 444 Goodwill 36,118 8,763 44,881 Total assets 72,479 22,398 94,877 Current liabilities 11,267 858 12,125 Operating lease liability—net of 12,500 32 12,532 Other non-current liabilities 130 — 130 Total liabilities 23,897 890 24,787 Purchase price $ 48,582 $ 21,508 $ 70,090 ___________________________________ (1) The Company is continuing to obtain information to complete the valuation of certain of these acquisitions' assets and liabilities. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amounts Related to Goodwill | Amounts related to goodwill are as follows: Assessment, Measurement Remediation Total Balance as of December 31, 2022 $ 185,116 $ 86,205 $ 52,547 $ 323,868 Goodwill acquired during the period — 7,146 37,735 44,881 Acquisitions measurement period adjustments ( 170 ) ( 6 ) 12 ( 164 ) Foreign currency translation impact — — ( 22 ) ( 22 ) Balance as of June 30, 2023 $ 184,946 $ 93,345 $ 90,272 $ 368,563 |
Schedule of Amounts Related to Finite-Lived Intangible Assets | Amounts related to finite-lived intangible assets are as follows: June 30, 2023 Estimated Gross Accumulated Total Finite lived intangible assets Customer relationships 2 - 15 years $ 214,821 $ 105,385 $ 109,436 Covenants not to compete 4 - 5 years 33,996 29,675 4,321 Trade names 1 - 5 years 22,213 19,371 2,842 Proprietary software 3 - 5 years 25,135 17,715 7,420 Patent 16 years 17,479 4,129 13,350 Total other intangible assets $ 313,644 $ 176,275 $ 137,369 December 31, 2022 Estimated Gross Accumulated Total Finite lived intangible assets Customer relationships 2 - 15 years $ 208,024 $ 95,768 $ 112,256 Covenants not to compete 4 - 5 years 33,542 28,280 5,262 Trade names 1 - 5 years 22,061 18,256 3,805 Proprietary software 3 - 5 years 22,698 15,810 6,888 Patent 16 years 17,479 3,583 13,896 Total other intangible assets $ 303,804 $ 161,697 $ 142,107 |
Schedule of Future Amortization Expense | Future amortization expense is estimated to be as follows for each of the five following years and thereafter: December 31, 2023 (remaining) $ 14,027 2024 25,239 2025 18,349 2026 14,498 2027 13,921 Thereafter 51,335 Total $ 137,369 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Other Accrued Liabilities | Accounts payable and other accrued liabilities consisted of the following: June 30, December 31, 2023 2022 Accounts payable $ 27,813 $ 25,353 Accrued expenses 22,629 14,754 Other business acquisitions purchase 1,085 1,185 Contract liabilities 11,333 18,549 Other current liabilities 3,570 3,571 Total accounts payable and $ 66,430 $ 63,412 |
Accrued Payroll and Benefits (T
Accrued Payroll and Benefits (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Statement of Financial Position [Abstract] | |
Schedule of Accrued Payroll and Benefits | Accrued payroll and benefits consisted of the following: June 30, December 31, 2023 2022 Accrued bonuses $ 9,273 $ 8,624 Accrued paid time off 1,556 1,088 Accrued payroll 12,432 8,410 Accrued other 2,346 2,406 Total accrued payroll and benefits $ 25,607 $ 20,528 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: June 30, December 31, 2023 2022 Term loan facility $ 159,687 $ 166,250 Revolving line of credit — — Aircraft loan 10,935 — Less deferred debt issuance costs ( 1,497 ) ( 1,725 ) Total debt 169,125 164,525 Less current portion of long-term debt ( 13,149 ) ( 12,031 ) Long-term debt, less current portion $ 155,976 $ 152,494 |
Summary of Term Loan Amortization | The 2021 Credit Facility term loan must be repaid in quarterly installments and shall amortize at the following future quarterly rates: Date Quarterly Installment Rate September 30, 2023 1.25 % December 31, 2023 1.88 % March 31, 2024 1.88 % June 30, 2024 1.88 % September 30, 2024 1.88 % December 31, 2024 1.88 % March 31, 2025 1.88 % June 30, 2025 1.88 % September 30, 2025 1.88 % December 31, 2025 2.50 % March 31, 2026 2.50 % April 27, 2026 Remaining balance |
Summary of 2021 Credit Facility Interest Rate Subject to Leverage Ratio and SOFR | The 2021 Credit Facility term loan and the revolving line of credit bear interest subject to the applicable spread based on Company’s leverage ratio and SOFR plus 0.10% as follows: Pricing Tier Consolidated Senior Credit Facilities Senior Credit Facilities Commitment Letter of Credit Fee 1 ≥ 3.75 x to 1.0 2.50 % 1.50 % 0.25 % 2.50 % 2 < 3.75 x to 1.0 but ≥ 3.25 to 1.0 2.25 1.25 0.23 2.25 3 < 3.25 x to 1.0 but ≥ 2.50 to 1.0 2.00 1.00 0.20 2.00 4 < 2.50 x to 1.0 but ≥ 1.75 to 1.0 1.75 0.75 0.15 1.75 5 < 1.75 x to 1.0 1.50 0.50 0.15 1.50 |
Schedule of Aggregate Annual Maturities of Long-Term Debt | The following is a schedule of the aggregate annual maturities of long-term debt presented on the unaudited condensed consolidated statement of financial position, gross of deferred debt issuance cost of $ 1.5 million, based on the terms of the 2021 Credit Facility and the Aircraft Loan: June 30, 2021 Credit Facility Aircraft Loan Total 2024 $ 12,031 $ 1,118 $ 13,149 2025 13,125 1,109 14,234 2026 134,531 1,188 135,719 2027 — 1,273 1,273 2028 — 6,247 6,247 Total $ 159,687 $ 10,935 $ 170,622 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following financial instruments are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): June 30, December 31, 2023 2022 Interest rate swap (1) $ 6,462 $ 6,046 Total assets $ 6,462 $ 6,046 Business acquisitions contingent consideration, $ 4,119 $ 3,801 Business acquisitions contingent consideration, 2,311 4,454 Conversion option 27,155 25,731 Total liabilities $ 33,585 $ 33,986 _____________________________ (1) Included in other assets in the unaudited condensed consolidated statement of financial position. The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis: Interest Total Business Business Conversion Total Balance—at January 1, 2022 $ — $ — $ 31,450 $ 4,350 $ 23,081 $ 58,881 Acquisitions — — — 1,216 — 1,216 Changes in fair value included in earnings 3,982 3,982 ( 73 ) ( 390 ) 1,126 663 Payment of contingent consideration — — ( 30,179 ) — — ( 30,179 ) Reclass of long term to short term — — 1,616 ( 1,616 ) — — Balance—at June 30, 2022 $ 3,982 $ 3,982 $ 2,814 $ 3,560 $ 24,207 $ 30,581 Balance—at January 1, 2023 $ 6,046 $ 6,046 $ 3,801 $ 4,454 $ 25,731 $ 33,986 Acquisitions — — 25 — — 25 Changes in fair value included in earnings 416 416 ( 162 ) 117 1,424 1,379 Payment of contingent consideration — — ( 1,805 ) — — ( 1,805 ) Reclass of long term to short term — — 2,260 ( 2,260 ) — — Balance—at June 30, 2023 $ 6,462 $ 6,462 $ 4,119 $ 2,311 $ 27,155 $ 33,585 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Issued Shares of Common Stock | The Co mpany issued the following shares of common stock: Three Months Ended June 30, 2023 2022 Shares Average Price per Share Total Shares Average Price per Share Total Acquisitions 86,577 $ 30.01 $ 2,598 — $ — $ — Exercise of options 43,538 13.89 605 3,575 15.15 54 Total 130,115 $ 24.61 $ 3,203 3,575 $ 15.15 $ 54 Six Months Ended June 30, 2023 2022 Shares Average Price per Share Total Shares Average Price per Share Total Acquisitions 86,577 $ 30.01 $ 2,598 — $ — $ — Exercise of options 167,993 19.61 3,295 34,182 14.15 483 Restricted shares, net (1) 90,116 66.30 — 25,289 66.58 — Total 344,686 $ 34.43 $ 5,893 59,471 $ 36.44 $ 483 (1) Represents the non-cash release of common shares due to the vesting of restricted stock. |
Schedule of Share Authorized to be Issue and Available for Grant | The following number of shares were authorized to be issued and available for grant: June 30, 2023 2017 Plan 2013 Plan Total Shares authorized to be issued 6,330,588 2,036,344 8,366,932 Shares available for grant (1) 750,326 — 750,326 June 30, 2022 2017 Plan 2013 Plan Total Shares authorized to be issued 8,139,987 2,037,144 10,177,131 Shares available for grant (1) 445,244 — 445,244 (1) In January 2023 and January 2022 the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant exclude awards of stock appreciation rights approved in December 2021 that are subject to vesting based on the achievement of certain market conditions, which have not yet been, and may not be, a chieved. See footnote 1 to the table in Common Stock Reserved for Future Issuance below for additional information on stock appreciation rights. |
Schedule of Stock-based Compensation Expense | Total stock-based compensation expense for the Plans was as follows: Three Months Ended June 30, 2023 2022 2017 plan 2013 2017 plan 2013 Options Restricted SARs Options Total Options Restricted SARs Options Total Cost of revenue $ 466 $ 243 $ — $ — $ 709 $ 371 $ — $ — $ — $ 371 Selling, general and 1,070 7,021 2,290 — 10,381 2,254 6,017 2,290 — 10,561 Total $ 1,536 $ 7,264 $ 2,290 $ — $ 11,090 $ 2,625 $ 6,017 $ 2,290 $ — $ 10,932 Six Months Ended June 30, 2023 2022 2017 plan 2013 2017 plan 2013 Options Restricted SARs Options Total Options Restricted SARs Options Total Cost of revenue $ 815 $ 786 $ — $ — $ 1,601 $ 665 $ — $ — $ — $ 665 Selling, general and 2,794 15,175 4,555 — 22,524 4,233 11,809 4,650 — 20,692 Total $ 3,609 $ 15,961 $ 4,555 $ — $ 24,125 $ 4,898 $ 11,809 $ 4,650 $ — $ 21,357 |
Summary of Performance Hurdles | The performance hurdles are as follows: SARs Stock Price Performance Hurdle Portion of SARs Subject to Performance Hurdle $ 133.58 1/3 $ 166.98 1/3 $ 200.37 1/3 |
Summary of Weighted Average Assumptions Used in Black-Sholes Option-pricing Model | The following weighted-average assumptions were used in the Black-Sholes option-pricing model calculation: June 30, June 30, 2023 2022 Common stock value (per share) $ 32.16 $ 44.01 Expected volatility 33.79 % 33.45 % Risk-free interest rate 3.72 % 1.78 % Expected life (years) 7.00 6.35 Forfeiture rate None None Dividend rate None None |
Schedule of Common Stock Reserved for Future Issuance | The Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following: June 30, 2023 2022 Montrose 2013 Stock Incentive Plan 812,256 877,689 Montrose 2017 Stock Incentive Plan (1) 8,699,655 7,769,931 Total 9,511,911 8,647,620 (1) In January 2023 and 2022, the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards. Shares reserved for future issuance include 3,000,000 shares underlying the 3,000,000 performance SARs granted in December 2021 that are subject to vesting based on the achievement of certain market conditions. Assuming achievement at the highest price performance hurdle, approximately 2,000,000 shares of common stock would be issued upon vesting of these performance SARs. To date, none of the market conditions have been achieved. |
Montrose Amended & Restated 2017 Stock Incentive Plan | |
Schedule of Restricted Stock Activity | RSAs and RSUs activity was as follows: Three Months Ended June 30, 2023 2022 Shares Average Price per Share Fair Value Shares Average Price per Share Fair Value Awards granted 177,096 $ 37.27 $ 6,600 — $ — $ — Awards forfeited ( 3,559 ) 32.16 114 — — — Six Months Ended June 30, 2023 2022 Shares Average Price per Share Fair Value Shares Average Price per Share Fair Value Awards granted 641,282 $ 33.90 $ 21,740 106,324 $ 46.82 $ 4,978 Awards forfeited ( 3,559 ) 32.16 114 — — — Awards vested 90,116 36.81 3,317 25,289 30.98 783 |
Summary of Stock Option Activity | The following summarizes the options activity of the 2017 Plan: Options to Weighted- Weighted Weighted Aggregate Outstanding as of January 1, 2022 2,036,729 $ 26 $ 14 8.30 $ 91,030 Granted 563,084 44 16 — — Forfeited/ cancelled ( 38,887 ) 35 — — — Exercised ( 14,197 ) 25 — — 393 Outstanding as of June 30, 2022 2,546,729 30 15 8.22 19,199 Outstanding as of January 1, 2023 2,579,566 $ 31 $ 15 7.76 $ 37,292 Granted 233,955 32 14 — — Forfeited/ cancelled ( 63,085 ) 37 — — — Expired ( 1,200 ) 25 — — — Exercised ( 125,229 ) 24 — — 2,794 Outstanding as of June 30, 2023 2,624,007 $ 31 $ 16 7.46 $ 32,414 Exercisable at June 30, 2023 1,365,861 29 — 6.76 18,892 |
Montrose Amended and Restated 2013 Stock Option Plan | |
Summary of Stock Option Activity | The following summarizes the activity of the 2013 Plan: Options to Weighted- Weighted Weighted Aggregate Outstanding as of January 1, 2022 897,674 $ 6 $ 2 4.37 $ 57,529 Exercised ( 19,985 ) 6 — — 859 Outstanding as of June 30, 2022 877,689 6 2 3.88 23,991 Outstanding as of January 1, 2023 855,695 $ 6 $ 2 3.31 $ 32,478 Expired ( 675 ) 6 — — — Exercised ( 42,764 ) 7 — — 1,514 Outstanding as of June 30, 2023 812,256 $ 6 $ 2 2.83 $ 29,030 Exercisable at June 30, 2023 812,256 6 — 2.83 29,030 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except for net loss per share) 2023 2022 2023 2022 Net loss $ ( 7,174 ) $ ( 7,751 ) $ ( 21,893 ) $ ( 15,287 ) Convertible and redeemable series A-2 preferred ( 4,100 ) ( 4,100 ) ( 8,200 ) ( 8,200 ) Net loss attributable to common stockholders ( 11,274 ) ( 11,851 ) ( 30,093 ) ( 23,487 ) Weighted-average common shares outstanding – 30,047 29,678 29,952 29,670 Net loss per share attributable to common $ ( 0.38 ) $ ( 0.40 ) $ ( 1.00 ) $ ( 0.79 ) |
Common Stock Equivalents Excluded from Calculation of Diluted Loss Per Share Attributable to Common Stockholders | The following common stock equivalents were excluded from the calculation of dilute d net loss per share attributable to common stockholders because their effect would have been anti-dilutive: June 30, 2023 (1) 2022 (1) Stock options 3,436,263 3,424,418 Restricted stock 2,325,322 1,777,958 Series A-2 5,350,017 4,728,460 SARs 3,000,000 3,000,000 _____________________________ (1) Includes 7,578,724 and 6,523,097 common stock equivalents that are out of the money as of June 30, 2023 and June 30, 2022 , respectively. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Components of Segment Revenues and Adjusted EBITDA | Segment revenues and Adjusted EBITDA consisted of the following: Three Months Ended June 30, 2023 2022 Segment Segment Segment Adjusted Segment Adjusted Revenues EBITDA Revenues EBITDA (4) Assessment, Permitting and Response $ 61,411 $ 13,833 $ 50,037 $ 10,809 Measurement and Analysis 50,055 (1) 10,789 42,224 (1) 7,047 (3) Remediation and Reuse 47,635 6,043 47,649 7,056 Total Operating Segments 159,101 30,665 139,910 24,912 Corporate and Other — ( 9,474 ) — ( 8,399 ) Total $ 159,101 $ 21,191 $ 139,910 $ 16,513 Six Months Ended June 30, 2023 2022 Segment Segment Segment Adjusted Segment Adjusted Revenues EBITDA Revenues EBITDA (4) Assessment, Permitting and Response $ 113,625 $ 28,099 $ 95,637 $ 20,432 Measurement and Analysis 92,582 (2) 17,176 81,985 (2) 13,369 (3) Remediation and Reuse 84,322 11,321 96,968 15,049 Total Operating Segments 290,529 56,596 274,590 48,850 Corporate and Other — ( 18,802 ) — ( 15,886 ) Total $ 290,529 $ 37,794 $ 274,590 $ 32,964 _____________________________________ (1) Includes revenue of $ 2.4 million and $ 3.4 million from the Discontinuing Specialty Lab, for the three months ended June 30, 2023 and June 30, 2022 , respectively. (2) Includes revenue of $ 3.9 million and $ 9.0 million from the Discontinuing Specialty Lab, for the six months ended June 30, 2023 and June 30, 2022 , respectively. Includes Adjusted EBITDA loss of $( 0.9 ) million and Adjusted EBITDA of $ 0.4 million from the Discontinuing Specialty Lab for the three and six months ended June 30, 2022 , respectively. (4) Includes the add back of start-up losses and investment in new services of $ 0.9 million and $ 1.7 million for the three and six months ended June 30, 2022 , respectively . |
Reconciliation of Segment Measure to Net Loss | Presented below is a reconciliation of the Company’s segment measure to net loss: For the Three Months For the Six Months 2023 2022 2023 2022 Total $ 21,191 $ 16,513 $ 37,794 $ 32,964 Interest expense, net ( 1,877 ) ( 1,518 ) ( 3,418 ) ( 2,610 ) Income tax expense ( 151 ) ( 831 ) ( 1,518 ) ( 2,100 ) Depreciation and amortization ( 11,398 ) ( 12,280 ) ( 21,953 ) ( 24,424 ) Stock-based compensation ( 11,090 ) ( 10,932 ) ( 24,125 ) ( 21,357 ) Start-up losses and investment in new services — ( 885 ) — ( 1,671 ) Acquisition costs ( 2,696 ) ( 519 ) ( 3,471 ) ( 986 ) Fair value changes in financial instruments 865 407 ( 1,008 ) 2,856 Fair value changes in business acquisition ( 353 ) 3,510 45 3,531 Expenses related to financing transactions — — ( 4 ) ( 7 ) Discontinuing Specialty Lab ( 1,583 ) (1) — ( 4,019 ) (1) — Other losses or expenses ( 82 ) ( 1,216 ) (2) ( 216 ) ( 1,483 ) (2) Net loss $ ( 7,174 ) $ ( 7,751 ) $ ( 21,893 ) $ ( 15,287 ) __________________________ (1) Amounts consist of operating losses before depreciation related to the Discontinuing Specialty Lab . (2) Amounts include costs associated with the closing of a lab. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Matrix | |
Subsequent Event [Line Items] | |
Summary of Main Elements of Purchase Price of Acquisition | The following table summarizes the main elements of the purchase price of the acquisition: Cash (1)(2) Other Purchase Price Obligations (2) Contingent (2) Purchase Price (2) Vandrensning $ 3,267 $ 363 $ 1,100 $ 4,730 _________________________________________ The cash portion of this acquisition's purchase price was funded through cash on hand. (2) Amounts have been translated from Euros to U.S. Dollars by using the July 31, 2023 exchange rate. |
Description of the Business a_3
Description of the Business and Basis of Presentation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 Employee Office Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity formation, month and year | 2013-11 |
Number of offices in which entity operates | Office | 100 |
Entity number of employees | Employee | 3,600 |
Number of operating segments | Segment | 3 |
Summary of New Accounting Pro_2
Summary of New Accounting Pronouncements - Additional Information (Details) - Accounting Standards Update 2021-08 | Jun. 30, 2023 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenues and Accounts Receiva_3
Revenues and Accounts Receivable - Schedule of Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenues And Accounts Receivable [Abstract] | ||
Contract assets | $ 57,114 | $ 52,403 |
Contract liabilities | $ 11,333 | $ 18,549 |
Revenues and Accounts Receiva_4
Revenues and Accounts Receivable - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 Customer | Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 Customer | Dec. 31, 2022 USD ($) | |
Accounts Notes And Loans Receivable [Line Items] | |||||
Contracts assets acquired through business acquisitions | $ 2,200,000 | $ 1,700,000 | |||
Contract liabilities acquired through business acquisitions | 0 | 0 | |||
Contract with customer liabilities, revenue recognized | $ 500,000 | 13,300,000 | |||
Revenue remaining performance obligations | $ 82,300,000 | $ 82,300,000 | $ 100,400,000 | ||
Customer Concentration Risk | Accounts Receivable | Significant Customer | |||||
Accounts Notes And Loans Receivable [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Customer Concentration Risk | Revenue | Significant Customer | |||||
Accounts Notes And Loans Receivable [Line Items] | |||||
Concentration risk percentage | 12.30% | 16.10% | 10.40% | 16.70% | |
Number of customers | Customer | 1 | 1 | 1 | 1 |
Revenues and Accounts Receiva_5
Revenues and Accounts Receivable - Additional Information (Details1) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligations | $ 82.3 | $ 100.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligations | $ 64.8 | |
Revenue remaining performance obligations, satisfaction period | 6 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligations | $ 17.5 | |
Revenue remaining performance obligations, satisfaction period |
Revenues and Accounts Receiva_6
Revenues and Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues And Accounts Receivable [Abstract] | |||
Accounts receivable, invoiced | $ 106,245 | $ 95,055 | |
Accounts receivable, other | 981 | 1,571 | |
Allowance for doubtful accounts | (3,506) | (1,915) | $ (4,581) |
Accounts receivable—net | $ 103,720 | $ 94,711 |
Revenues and Accounts Receiva_7
Revenues and Accounts Receivable - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Revenues And Accounts Receivable [Abstract] | ||||
Beginning Balance | $ 1,915 | $ 4,581 | $ 4,581 | |
Bad Debt Expense (Recovery) | 1,824 | $ (171) | (1,097) | |
Charged to Allowance | (233) | (1,696) | ||
Other | [1] | 0 | 127 | |
Ending Balance | $ 3,506 | $ 1,915 | ||
[1] This amount consists of additions to the allowance due to business acquisitions. |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits | $ 1,614 | $ 1,394 |
Prepaid expenses | 8,298 | 5,266 |
Supplies | 4,889 | 3,632 |
Income tax receivable | 1,668 | 694 |
Prepaid and other current assets | $ 16,469 | $ 10,986 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 108,952 | $ 83,166 |
Less accumulated depreciation | (55,137) | (50,996) |
Total property and equipment— net | $ 57,106 | 36,045 |
Lab and test equipment | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Property and equipment, gross | $ 24,096 | 21,171 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property and equipment, gross | $ 5,842 | 5,732 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 48,059 | 40,940 |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Property and equipment, gross | $ 3,206 | 2,841 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Property and equipment, gross | $ 9,425 | 8,576 |
Aircraft | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,212 | 931 |
Aircraft | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Aircraft | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Building | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 39 years | |
Property and equipment, gross | $ 6,112 | 2,975 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 725 | 725 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,566 | $ 3,150 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 2.6 | $ 1.8 | $ 4.8 | $ 3.6 |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Minimum | |
Lessee Lease Description [Line Items] | |
Lessee operating and finance lease term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Lessee operating and finance lease term | 15 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee Lease Description [Line Items] | ||||
Total operating lease cost | $ 3,103 | $ 2,690 | $ 6,170 | $ 5,508 |
Total finance lease cost | 1,600 | 1,120 | 2,884 | 2,171 |
Total lease cost | 4,703 | 3,810 | 9,054 | 7,679 |
Selling, General and Administrative Expenses | ||||
Lessee Lease Description [Line Items] | ||||
Lease cost | 2,804 | 2,500 | 5,545 | 4,951 |
Variable lease cost | 299 | 190 | 625 | 557 |
Depreciation and Amortization | ||||
Lessee Lease Description [Line Items] | ||||
Amortization of right of use assets | 1,429 | 1,012 | 2,583 | 1,951 |
Interest Expense, Net | ||||
Lessee Lease Description [Line Items] | ||||
Interest on lease liabilities | $ 171 | $ 108 | $ 301 | $ 220 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Operating cash flows used in operating leases | $ 5,306 | $ 4,741 |
Operating cash flows used in finance leases | 301 | 220 |
Financing cash flows used in finance leases | 2,198 | 1,911 |
Operating leases | 23,831 | 10,478 |
Finance leases | $ 3,326 | $ 1,273 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details) | Jun. 30, 2023 | Jun. 30, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term, Operating Leases | 5 years 5 months 26 days | 4 years 8 months 4 days |
Weighted average remaining lease term, Finance Leases | 3 years 3 months 29 days | 3 years |
Weighted average discount rate, Operating Leases | 2.80% | 2.53% |
Weighted average discount rate, Finance Leases | 5.76% | 4.85% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
Operating Leases, Remainder of 2023 | $ 6,239 |
Operating Leases, 2024 | 11,546 |
Operating Leases, 2025 | 8,960 |
Operating Leases, 2026 | 7,028 |
Operating Leases, 2027 | 4,867 |
Operating Leases, 2028 and thereafter | 10,322 |
Operating Leases, Total undiscounted future minimum lease payments | 48,962 |
Operating Leases, Less imputed interest | (2,937) |
Operating Leases, Total discounted future minimum lease payments | 46,025 |
Finance Leases, Remainder of 2023 | 2,530 |
Finance Leases, 2024 | 3,824 |
Finance Leases, 2025 | 2,865 |
Finance Leases, 2026 | 2,134 |
Finance Leases, 2027 | 1,058 |
Finance Leases, 2028 and thereafter | 146 |
Finance Leases, Total undiscounted future minimum lease payments | 12,557 |
Finance Leases, Less imputed interest | (1,164) |
Finance Leases, Total discounted future minimum lease payments | $ 11,393 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||||
Transaction costs related to business combinations | $ 2,696 | $ 519 | $ 3,471 | $ 986 | ||||||
Common Stock | 2,598 | |||||||||
Business combination, paid in cash | 65,337 | |||||||||
Acquisitions measurement period adjustments | $ (164) | |||||||||
EnvStd | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | |||||||||
EAI | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | |||||||||
GreenPath | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | |||||||||
GreenPath | Customer Relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 12 years | |||||||||
GreenPath | Trade Names | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 1 year | |||||||||
GreenPath | Covenants Not to Compete | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 5 years | |||||||||
GreenPath | Proprietary Software | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 5 years | |||||||||
Matrix | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | 100% | ||||||||
Business combination, paid in cash | $ 46,563 | |||||||||
TriAD | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | |||||||||
AirKinetics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | |||||||||
Huco | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interests acquired | 100% | |||||||||
EnvStd and IAG | 2026 Earn Out | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment through cash or common stock | 1,500 | |||||||||
Common Stock | 5,500 | |||||||||
Business combination, earn-out payment, maximum | $ 7,700 | 7,700 | ||||||||
Business combination, paid in cash | 800 | |||||||||
Frontier, EAI, GreenPath and Matrix | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenue | 10,600 | 11,600 | ||||||||
Pre-tax income (loss) | $ 800 | 1,000 | ||||||||
All Other 2023 Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common Stock | 2,598 | |||||||||
Business combination, paid in cash | $ 18,774 | |||||||||
All Other 2023 Acquisitions | Customer Relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 7 years | |||||||||
All Other 2023 Acquisitions | Trade Names | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 2 years | |||||||||
All Other 2023 Acquisitions | Covenants Not to Compete | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average useful lives for acquired intangible assets | 5 years | |||||||||
EnvStd, IAG, TriAD, AirKinetics and Huco | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenue | 4,300 | 7,600 | ||||||||
Pre-tax income (loss) | $ (100) | $ 700 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Elements of Purchase Price of Acquisitions (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Business Acquisition [Line Items] | ||
Cash | $ 65,337 | |
Common Stock | 2,598 | |
Other Purchase Price Components | 2,130 | |
Contingent Consideration | 25 | |
Total Purchase Price | 70,090 | |
Matrix | ||
Business Acquisition [Line Items] | ||
Cash | 46,563 | |
Other Purchase Price Components | 2,019 | [1] |
Total Purchase Price | 48,582 | |
All Other 2023 Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash | 18,774 | |
Common Stock | 2,598 | |
Other Purchase Price Components | 111 | |
Contingent Consideration | 25 | |
Total Purchase Price | $ 21,508 | |
[1] Includes $ 1.3 million in holdback amounts payable to the seller. Cash funds to be used for payment have been classified as restricted cash in the Company's unaudited condensed consolidated statement of financial position. |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Elements of Purchase Price of Acquisitions (Parenthetical) (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Business Combinations [Abstract] | |
Holdback amount | $ 1.3 |
Business Acquisitions - Summa_3
Business Acquisitions - Summary of Purchase Price Attributable to Acquisitions (Details) $ in Thousands | Jun. 30, 2023 USD ($) | [1] |
Business Acquisition [Line Items] | ||
Cash | $ 2,287 | |
Accounts receivable and contract assets | 18,871 | |
Other current assets | 2,463 | |
Current assets | 23,621 | |
Property and equipment | 3,723 | |
Operating lease right-of-use-asset | 14,806 | |
Other intangible assets | 444 | |
Goodwill | 44,881 | |
Total assets | 94,877 | |
Current liabilities | 12,125 | |
Operating lease liability - net of current portion | 12,532 | |
Other non-current liabilities | 130 | |
Total liabilities | 24,787 | |
Purchase price | 70,090 | |
Matrix | ||
Business Acquisition [Line Items] | ||
Cash | 1,524 | |
Accounts receivable and contract assets | 15,752 | |
Other current assets | 2,094 | |
Current assets | 19,370 | |
Property and equipment | 2,231 | |
Operating lease right-of-use-asset | 14,760 | |
Goodwill | 36,118 | |
Total assets | 72,479 | |
Current liabilities | 11,267 | |
Operating lease liability - net of current portion | 12,500 | |
Other non-current liabilities | 130 | |
Total liabilities | 23,897 | |
Purchase price | 48,582 | |
All Other 2023 Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash | 763 | |
Accounts receivable and contract assets | 3,119 | |
Other current assets | 369 | |
Current assets | 4,251 | |
Property and equipment | 1,492 | |
Operating lease right-of-use-asset | 46 | |
Other intangible assets | 444 | |
Goodwill | 8,763 | |
Total assets | 22,398 | |
Current liabilities | 858 | |
Operating lease liability - net of current portion | 32 | |
Total liabilities | 890 | |
Purchase price | 21,508 | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets | 6,797 | |
Customer Relationships | All Other 2023 Acquisitions | ||
Business Acquisition [Line Items] | ||
Intangible assets | 6,797 | |
Trade Names | ||
Business Acquisition [Line Items] | ||
Intangible assets | 151 | |
Trade Names | All Other 2023 Acquisitions | ||
Business Acquisition [Line Items] | ||
Intangible assets | 151 | |
Covenants Not to Compete | ||
Business Acquisition [Line Items] | ||
Intangible assets | 454 | |
Covenants Not to Compete | All Other 2023 Acquisitions | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 454 | |
[1] The Company is continuing to obtain information to complete the valuation of certain of these acquisitions' assets and liabilities. |
Business Acquisitions - Summa_4
Business Acquisitions - Summary of Supplemental Unaudited Pro-Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 159,101 | $ 139,910 | $ 290,529 | $ 274,590 |
Net (loss) income | (7,174) | (7,751) | (21,893) | (15,287) |
Acquisition Proforma | ||||
Business Acquisition [Line Items] | ||||
Revenues | 9,851 | 24,159 | 24,622 | 42,910 |
Net (loss) income | (225) | 1,368 | 358 | 1,470 |
Consolidated Proforma | ||||
Business Acquisition [Line Items] | ||||
Revenues | 168,952 | 164,069 | 315,151 | 317,500 |
Net (loss) income | $ (7,399) | $ (6,383) | $ (21,535) | $ (13,817) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Amounts Related to Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 323,868 |
Goodwill acquired during the period | 44,881 |
Acquisitions measurement period adjustments | (164) |
Foreign currency translation impact | (22) |
Ending balance | 368,563 |
Assessment, Permitting and Response | |
Goodwill [Line Items] | |
Beginning balance | 185,116 |
Acquisitions measurement period adjustments | (170) |
Ending balance | 184,946 |
Measurement and Analysis | |
Goodwill [Line Items] | |
Beginning balance | 86,205 |
Goodwill acquired during the period | 7,146 |
Acquisitions measurement period adjustments | (6) |
Ending balance | 93,345 |
Remediation and Reuse Segment | |
Goodwill [Line Items] | |
Beginning balance | 52,547 |
Goodwill acquired during the period | 37,735 |
Acquisitions measurement period adjustments | 12 |
Foreign currency translation impact | (22) |
Ending balance | $ 90,272 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Amounts Related to Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Balance | $ 313,644 | $ 303,804 |
Accumulated Amortization | 176,275 | 161,697 |
Total Intangible Assets—Net | 137,369 | 142,107 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Balance | 214,821 | 208,024 |
Accumulated Amortization | 105,385 | 95,768 |
Total Intangible Assets—Net | $ 109,436 | $ 112,256 |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years | 2 years |
Customer Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | 15 years |
Covenants Not to Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Balance | $ 33,996 | $ 33,542 |
Accumulated Amortization | 29,675 | 28,280 |
Total Intangible Assets—Net | $ 4,321 | $ 5,262 |
Covenants Not to Compete | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | 4 years |
Covenants Not to Compete | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Balance | $ 22,213 | $ 22,061 |
Accumulated Amortization | 19,371 | 18,256 |
Total Intangible Assets—Net | $ 2,842 | $ 3,805 |
Trade Names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | 1 year |
Trade Names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Proprietary Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Balance | $ 25,135 | $ 22,698 |
Accumulated Amortization | 17,715 | 15,810 |
Total Intangible Assets—Net | $ 7,420 | $ 6,888 |
Proprietary Software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Proprietary Software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 16 years | 16 years |
Gross Balance | $ 17,479 | $ 17,479 |
Accumulated Amortization | 4,129 | 3,583 |
Total Intangible Assets—Net | $ 13,350 | $ 13,896 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 7.4 | $ 9.5 | $ 14.6 | $ 18.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining) | $ 14,027 | |
2024 | 25,239 | |
2025 | 18,349 | |
2026 | 14,498 | |
2027 | 13,921 | |
Thereafter | 51,335 | |
Total Intangible Assets—Net | $ 137,369 | $ 142,107 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities - Summary of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 27,813 | $ 25,353 |
Accrued expenses | 22,629 | 14,754 |
Other business acquisitions purchase price obligations | 1,085 | 1,185 |
Contract liabilities | 11,333 | 18,549 |
Other current liabilities | 3,570 | 3,571 |
Total accounts payable and other accrued liabilities | $ 66,430 | $ 63,412 |
Accrued Payroll and Benefits -
Accrued Payroll and Benefits - Schedule of Accrued Payroll and Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accrued bonuses | $ 9,273 | $ 8,624 |
Accrued paid time off | 1,556 | 1,088 |
Accrued payroll | 12,432 | 8,410 |
Accrued other | 2,346 | 2,406 |
Total accrued payroll and benefits | $ 25,607 | $ 20,528 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Annual effective tax rate ("ETR") from continuing operations | (2.20%) | (12.00%) | (7.50%) | (15.90%) |
Income tax (benefit) expense | $ 151,000 | $ 831,000 | $ 1,518,000 | $ 2,100,000 |
Federal statutory rate | 21% | |||
Uncertain tax positions | $ 0 | $ 0 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Line Of Credit Facility [Line Items] | ||
Less deferred debt issuance costs | $ (1,497) | $ (1,725) |
Total debt | 169,125 | 164,525 |
Less current portion of long-term debt | (13,149) | (12,031) |
Long-term debt, less current portion | 155,976 | 152,494 |
Term Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Total debt | 159,687 | $ 166,250 |
Aircraft Loan | ||
Line Of Credit Facility [Line Items] | ||
Total debt | $ 10,935 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
May 30, 2023 | May 18, 2023 | Jan. 26, 2022 | Apr. 27, 2021 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Line Of Credit Facility [Line Items] | |||||||||
Credit facility extension option period | 3 months | ||||||||
Gross of deferred debt issuance cost | $ 1,497,000 | $ 1,497,000 | $ 1,725,000 | ||||||
Floating Component | Interest Rate Swap | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||
Credit facility maturity date | Jan. 27, 2025 | ||||||||
Interest rate | 1.319% | ||||||||
Floating Component | Second Interest Rate Swap | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Credit facility maturity date | Apr. 27, 2026 | ||||||||
Line of credit facility, additional borrowings | $ 70,000,000 | ||||||||
Interest rate | 3.88% | ||||||||
LIBOR | Interest Rate Swap | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Interest rate | 1.39% | ||||||||
2021 Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||||
Credit facility maturity date | Apr. 27, 2026 | ||||||||
Percentage of interest rate reduction | 0.05% | ||||||||
Maximum net leverage ratio | 425% | ||||||||
Maximum net leverage ratio year two | 400% | ||||||||
Maximum net leverage ratio year three | 375% | ||||||||
Minimum fixed charge coverage ratio | 125% | ||||||||
Consolidated total leverage ratio | 190% | 130% | |||||||
Percentage of proceeds of debt, subject to customary exceptions | 100% | ||||||||
Percentage of proceeds of certain dispositions, subject to customary reinvestment rights | 100% | ||||||||
Percentage of proceeds of insurance or condemnation, subject to customary reinvestment rights | 100% | ||||||||
Weighted average interest rate | 6.30% | 2.20% | 6.30% | ||||||
Incremental Term Loans | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | ||||||||
Equipment Line Of Credit | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||
Credit facility maturity date | Dec. 31, 2023 | ||||||||
Credit facility extension option expiring date | Mar. 31, 2024 | ||||||||
Loan and Aircraft Security Agreement | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Debt instrument face amount | $ 10,900,000 | ||||||||
Percentage of prepayment fee for year one | 3% | ||||||||
Percentage of prepayment fee for year two | 2% | ||||||||
Percentage of prepayment fee for year three | 1% | ||||||||
Loan and Aircraft Security Agreement | SOFR | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Interest rate | 1.86% | ||||||||
Term Loan Facility | 2021 Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 175,000,000 | ||||||||
Installment repayment amount | $ 2,200,000 | $ 2,200,000 | $ 4,400,000 | $ 4,400,000 | |||||
Revolving Line of Credit | 2021 Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 125,000,000 | ||||||||
Revolving Line of Credit | Letter of Credit | 2021 Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
Debt - Summary of Term Loan Amo
Debt - Summary of Term Loan Amortization (Details) - 2021 Credit Facility - Term Loan Facility | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Event [Line Items] | |
Debt instrument, quarterly installment rate, September 30, 2023 | 1.25% |
Debt instrument, quarterly installment rate, December 31, 2023 | 1.88% |
Debt instrument, quarterly installment rate, March 31, 2024 | 1.88% |
Debt instrument, quarterly installment rate, June 30, 2024 | 1.88% |
Debt instrument, quarterly installment rate, September 30, 2024 | 1.88% |
Debt instrument, quarterly installment rate, December 31, 2024 | 1.88% |
Debt instrument, quarterly installment rate, March 31, 2025 | 1.88% |
Debt instrument, quarterly installment rate, June 30, 2025 | 1.88% |
Debt instrument, quarterly installment rate, September 30, 2025 | 1.88% |
Debt instrument, quarterly installment rate, December 31, 2025 | 2.50% |
Debt instrument, quarterly installment rate, March 31, 2026 | 2.50% |
Debt instrument, quarterly installment rate, April 27, 2026 | Remaining balance |
Debt - Summary of 2021 Credit F
Debt - Summary of 2021 Credit Facility Interest Rate Subject to Leverage Ratio and SOFR (Details) - 2021 Credit Facility | Apr. 27, 2021 |
Pricing Tier1 | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.25% |
Letter of Credit Fee | 2.50% |
Pricing Tier1 | Minimum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 375% |
Pricing Tier1 | Base Rate Plus | |
Subsequent Event [Line Items] | |
Interest rate | 1.50% |
Pricing Tier1 | SOFR | |
Subsequent Event [Line Items] | |
Interest rate | 2.50% |
Pricing Tier2 | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.23% |
Letter of Credit Fee | 2.25% |
Pricing Tier2 | Maximum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 375% |
Pricing Tier2 | Minimum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 325% |
Pricing Tier2 | Base Rate Plus | |
Subsequent Event [Line Items] | |
Interest rate | 1.25% |
Pricing Tier2 | SOFR | |
Subsequent Event [Line Items] | |
Interest rate | 2.25% |
Pricing Tier3 | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.20% |
Letter of Credit Fee | 2% |
Pricing Tier3 | Maximum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 325% |
Pricing Tier3 | Minimum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 250% |
Pricing Tier3 | Base Rate Plus | |
Subsequent Event [Line Items] | |
Interest rate | 1% |
Pricing Tier3 | SOFR | |
Subsequent Event [Line Items] | |
Interest rate | 2% |
Pricing Tier4 | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.15% |
Letter of Credit Fee | 1.75% |
Pricing Tier4 | Maximum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 250% |
Pricing Tier4 | Minimum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 175% |
Pricing Tier4 | Base Rate Plus | |
Subsequent Event [Line Items] | |
Interest rate | 0.75% |
Pricing Tier4 | SOFR | |
Subsequent Event [Line Items] | |
Interest rate | 1.75% |
Pricing Tier5 | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.15% |
Letter of Credit Fee | 1.50% |
Pricing Tier5 | Maximum | |
Subsequent Event [Line Items] | |
Net Leverage Ratio | 175% |
Pricing Tier5 | Base Rate Plus | |
Subsequent Event [Line Items] | |
Interest rate | 0.50% |
Pricing Tier5 | SOFR | |
Subsequent Event [Line Items] | |
Interest rate | 1.50% |
Debt - Schedule of Aggregate An
Debt - Schedule of Aggregate Annual Maturities of Long-Term Debt (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Line of Credit Facility [Line Items] | |
2024 | $ 13,149 |
2025 | 14,234 |
2026 | 135,719 |
2027 | 1,273 |
2028 | 6,247 |
Total | 170,622 |
2021 Credit Facility | |
Line of Credit Facility [Line Items] | |
2024 | 12,031 |
2025 | 13,125 |
2026 | 134,531 |
Total | 159,687 |
Aircraft Loan | |
Line of Credit Facility [Line Items] | |
2024 | 1,118 |
2025 | 1,109 |
2026 | 1,188 |
2027 | 1,273 |
2028 | 6,247 |
Total | $ 10,935 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - Fair Value, Recurring - Level 3 - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Level 3 Liabilities | $ 33,585 | $ 33,986 | $ 30,581 | $ 58,881 | ||
Level 3 Assets | 6,462 | 6,046 | 3,982 | |||
Business Acquisitions Contingent Consideration, Current | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Level 3 Liabilities | 4,119 | 3,801 | 2,814 | 31,450 | ||
Business Acquisitions Contingent Consideration, Long-Term | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Level 3 Liabilities | 2,311 | 4,454 | 3,560 | 4,350 | ||
Conversion Option | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Level 3 Liabilities | 27,155 | 25,731 | 24,207 | $ 23,081 | ||
Interest Rate Swap | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Level 3 Assets | $ 6,462 | [1] | $ 6,046 | [1] | $ 3,982 | |
[1] Included in other assets in the unaudited condensed consolidated statement of financial position. |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - Level 3 - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | $ 33,986 | $ 58,881 | ||
Total Assets, Beginning balance | 6,046 | |||
Acquisitions | 25 | 1,216 | ||
Changes in fair value included in earnings | 1,379 | 663 | ||
Asset value, Changes in fair value included in earnings | 416 | 3,982 | ||
Payment of contingent consideration payable | (1,805) | (30,179) | ||
Ending balance | 33,585 | 30,581 | ||
Total Assets, Ending balance | 6,462 | 3,982 | ||
Business Acquisitions Contingent Consideration, Current | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | 3,801 | 31,450 | ||
Acquisitions | 25 | |||
Changes in fair value included in earnings | (162) | (73) | ||
Payment of contingent consideration payable | (1,805) | (30,179) | ||
Reclass of long term to short term contingent liabilities | 2,260 | 1,616 | ||
Ending balance | 4,119 | 2,814 | ||
Business Acquisitions Contingent Consideration, Long-Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | 4,454 | 4,350 | ||
Acquisitions | 1,216 | |||
Changes in fair value included in earnings | 117 | (390) | ||
Reclass of long term to short term contingent liabilities | (2,260) | (1,616) | ||
Ending balance | 2,311 | 3,560 | ||
Conversion Option | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | 25,731 | 23,081 | ||
Changes in fair value included in earnings | 1,424 | 1,126 | ||
Ending balance | 27,155 | 24,207 | ||
Interest Rate Swap | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total Assets, Beginning balance | [1] | 6,046 | ||
Asset value, Changes in fair value included in earnings | 416 | 3,982 | ||
Total Assets, Ending balance | $ 6,462 | [1] | $ 3,982 | |
[1] Included in other assets in the unaudited condensed consolidated statement of financial position. |
Convertible and Redeemable Se_2
Convertible and Redeemable Series A-2 Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Apr. 13, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||||||
Period between issuance and expiration of outstanding warrant | 10 years | |||||||
Proceeds from the Series A-2 and Warrant | $ 175,000 | |||||||
Preferred stock, dividends paid | $ 4,100 | $ 4,100 | $ 4,100 | |||||
Number of debt incurrence test ratio | 4.5 | |||||||
Compound embedded derivative, change in net fair value | $ (1,008) | $ 2,856 | ||||||
Convertible And Redeemable Series A-2 Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued | 17,500 | 17,500 | 17,500 | 17,500 | ||||
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Debt issuance costs, net | $ 1,300 | |||||||
Preferred stock, dividends paid | $ 4,100 | $ 4,100 | $ 8,200 | 8,200 | ||||
Percentage of discount on common stock market price | 15% | |||||||
Percentage of dividend rate steps downs per year | 9% | |||||||
Percentage of dividend rate increase per annum in the event of noncompliance | 12% | |||||||
Number of days dividend increase rate applicable noncompliance event occurred | 90 days | |||||||
Percentage of dividend rate increase per annum upon noncompliance occurred and thereafter | 14% | |||||||
Minimum repayment amount | $ 25,000 | |||||||
Temporary equity description | The Company may, at its option on any one or more dates, redeem all or a minimum portion (the lesser of (i) $25.0 million in aggregate stated value of the Convertible and Redeemable Series A-2 Preferred Stock and (ii) all of the Convertible and Redeemable Series A-2 Preferred Stock then outstanding) of the outstanding Convertible and Redeemable Series A-2 Preferred Stock in cash.With respect to any redemption of any share of the Convertible and Redeemable Series A-2 Preferred Stock prior to the third-year anniversary, the Company was subject to a make whole penalty in which the holders of the Convertible and Redeemable Series A-2 Preferred Stock are guaranteed a minimum repayment equal to outstanding redeemed stated value plus three years of dividends accrued or accruable thereon. Beginning on April 13, 2023, the Company is no longer subject to this make whole penalty. | |||||||
Aggregate stated value of stock redeemed | 25,000 | $ 25,000 | ||||||
Compound embedded derivative, fair value net | 27,200 | 27,200 | $ 25,700 | |||||
Convertible And Redeemable Series A-2 Preferred Stock | Other Expense | ||||||||
Temporary Equity [Line Items] | ||||||||
Compound embedded derivative, change in net fair value | 500 | $ 600 | 1,400 | $ 1,100 | ||||
Convertible And Redeemable Series A-2 Preferred Stock | 60-Day Period Prior to Seventh Anniversary | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity convertible into common stock | 60,000 | 60,000 | ||||||
Convertible And Redeemable Series A-2 Preferred Stock | Year 5 | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity convertible into common stock | 60,000 | 60,000 | ||||||
Convertible And Redeemable Series A-2 Preferred Stock | Year 6 | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity convertible into common stock | $ 120,000 | $ 120,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | ||
Class Of Stock [Line Items] | |||||||
Common stock, shares authorized | 190,000,000 | 190,000,000 | 190,000,000 | ||||
Common stock, par value | $ 0.000004 | $ 0.000004 | $ 0.000004 | ||||
Total unrecognized stock-based compensation expense related to unvested options, restricted stock and stock appreciation rights granted under the Plans | $ 141.5 | $ 162.1 | $ 141.5 | $ 162.1 | |||
Unrecognized expense expected to be recognized period | 3 years | ||||||
Shares, granted | [1] | 90,116 | 25,289 | ||||
Restricted shares outstanding | 2,701,920 | 2,064,197 | 2,701,920 | 2,064,197 | |||
Montrose 2017 Stock Incentive Plan | |||||||
Class Of Stock [Line Items] | |||||||
Shares, granted | 53,164 | 253,587 | 0 | ||||
Montrose 2017 Stock Incentive Plan | Restricted Stock | |||||||
Class Of Stock [Line Items] | |||||||
Shares RSAs granted | 0 | 0 | 17,346 | 10,920 | |||
Montrose 2017 Stock Incentive Plan | Stock Options | Board of Directors | |||||||
Class Of Stock [Line Items] | |||||||
Shares of vested over period | 4 years | ||||||
Montrose 2017 Stock Incentive Plan | Stock Options | Executive Officers | |||||||
Class Of Stock [Line Items] | |||||||
Shares of vested over period | 3 years | ||||||
Vesting frequency of period | 1 year | ||||||
Montrose 2017 Stock Incentive Plan | Stock Options | On the two-year anniversary of the grant | Board of Directors | |||||||
Class Of Stock [Line Items] | |||||||
Shares, vesting rights, percentage | 50% | ||||||
Montrose 2017 Stock Incentive Plan | Stock Options | Fourth Anniversary | Board of Directors | |||||||
Class Of Stock [Line Items] | |||||||
Shares, vesting rights, percentage | 50% | ||||||
Montrose Amended and Restated 2013 Stock Option Plan | |||||||
Class Of Stock [Line Items] | |||||||
Shares outstanding from exercised options | 1,478,423 | 1,243,272 | 1,478,423 | 1,243,272 | |||
Two Thousand Seventeen Plan | Stock Appreciation Rights (SARs) | |||||||
Class Of Stock [Line Items] | |||||||
Shares, granted | 3,000,000 | ||||||
Exercise price | $ 66.79 | ||||||
Shares of vested over period | 5 years | ||||||
Remaining contractual terms | 10 years | ||||||
Fair value vested in period | $ 46 | ||||||
Weighted average remaining contract life | 8 years 5 months 15 days | ||||||
Supplemental Incentive Plans | |||||||
Class Of Stock [Line Items] | |||||||
Shares, granted | 123,932 | 0 | 253,587 | 95,404 | |||
Supplemental Incentive Plans | RSUs | |||||||
Class Of Stock [Line Items] | |||||||
Shares of vested over period | 4 years | ||||||
Supplemental Incentive Plans | RSUs | First Quater | |||||||
Class Of Stock [Line Items] | |||||||
Shares, vesting rights, percentage | 33.33% | ||||||
Supplemental Incentive Plans | RSUs | First Anniversary | |||||||
Class Of Stock [Line Items] | |||||||
Shares, vesting rights, percentage | 33.33% | ||||||
Supplemental Incentive Plans | RSUs | Second Anniversary | |||||||
Class Of Stock [Line Items] | |||||||
Shares, vesting rights, percentage | 33.33% | ||||||
[1] Represents the non-cash release of common shares due to the vesting of restricted stock. |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of Issued Shares of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Equity [Abstract] | |||||
Acquisitions, Shares | 86,577 | 86,577 | |||
Exercise of options, Shares | 43,538 | 3,575 | 167,993 | 34,182 | |
Restricted shares, net | [1] | 90,116 | 25,289 | ||
Total, Shares | 130,115 | 3,575 | 344,686 | 59,471 | |
Acquisitions, Average Price per Share | $ 30.01 | $ 30.01 | |||
Exercise of options, Average Price per Share | 13.89 | $ 15.15 | 19.61 | $ 14.15 | |
Restricted shares, net, Average Price per Share | [1] | 66.3 | 66.58 | ||
Total, Average Price per Share | $ 24.61 | $ 15.15 | $ 34.43 | $ 36.44 | |
Acquisitions, Total | $ 2,598 | $ 2,598 | |||
Exercise of options, Total | 605 | $ 54 | 3,295 | $ 483 | |
Total | $ 3,203 | $ 54 | $ 5,893 | $ 483 | |
[1] Represents the non-cash release of common shares due to the vesting of restricted stock. |
Stockholder's Equity - Summar_2
Stockholder's Equity - Summary of Number of Shares Authorized to be Issued and Available for Grant (Details) - shares | Jun. 30, 2023 | Jan. 31, 2023 | Jun. 30, 2022 | Jan. 31, 2022 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares authorized to be issued | 8,366,932 | 10,177,131 | |||||
Shares available for grant | [1] | 750,326 | 445,244 | ||||
2017 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares authorized to be issued | 6,330,588 | 8,139,987 | |||||
Shares available for grant | 750,326 | [1] | 1,189,801 | 445,244 | [1] | 1,185,112 | |
2013 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares authorized to be issued | 2,036,344 | 2,037,144 | |||||
[1] In January 2023 and January 2022 the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant exclude awards of stock appreciation rights approved in December 2021 that are subject to vesting based on the achievement of certain market conditions, which have not yet been, and may not be, a chieved. See footnote 1 to the table in Common Stock Reserved for Future Issuance below for additional information on stock appreciation rights. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Number of Shares Authorized to be Issued and Available for Grant (Parenthetical) (Details) - shares | Jun. 30, 2023 | Jan. 31, 2023 | Jun. 30, 2022 | Jan. 31, 2022 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares available for grant | [1] | 750,326 | 445,244 | ||||
2017 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares available for grant | 750,326 | [1] | 1,189,801 | 445,244 | [1] | 1,185,112 | |
[1] In January 2023 and January 2022 the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant exclude awards of stock appreciation rights approved in December 2021 that are subject to vesting based on the achievement of certain market conditions, which have not yet been, and may not be, a chieved. See footnote 1 to the table in Common Stock Reserved for Future Issuance below for additional information on stock appreciation rights. |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | $ 11,090 | $ 10,932 | $ 24,125 | $ 21,357 |
2017 Plan | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 1,536 | 2,625 | 3,609 | 4,898 |
2017 Plan | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 7,264 | 6,017 | 15,961 | 11,809 |
2017 Plan | Stock Appreciation Rights (SARs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 2,290 | 2,290 | 4,555 | 4,650 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 709 | 371 | 1,601 | 665 |
Cost of Revenue | 2017 Plan | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 466 | 371 | 815 | 665 |
Cost of Revenue | 2017 Plan | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 243 | 786 | ||
Selling, General and Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 10,381 | 10,561 | 22,524 | 20,692 |
Selling, General and Administrative Expenses | 2017 Plan | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 1,070 | 2,254 | 2,794 | 4,233 |
Selling, General and Administrative Expenses | 2017 Plan | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 7,021 | 6,017 | 15,175 | 11,809 |
Selling, General and Administrative Expenses | 2017 Plan | Stock Appreciation Rights (SARs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | $ 2,290 | $ 2,290 | $ 4,555 | $ 4,650 |
Stockholder's Equity - Schedu_2
Stockholder's Equity - Schedule of Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awards granted, Shares | [1] | 90,116 | 25,289 | |
Montrose 2017 Stock Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awards granted, Shares | 53,164 | 253,587 | 0 | |
Awards granted, Average Price per Share | $ 14 | $ 16 | ||
Montrose 2017 Stock Incentive Plan | Restricted stock units awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awards granted, Shares | 177,096 | 641,282 | 106,324 | |
Awards forfeited, Shares | (3,559) | (3,559) | ||
Awards vested, Shares | 90,116 | 25,289 | ||
Awards granted, Average Price per Share | $ 37.27 | $ 33.9 | $ 46.82 | |
Awards forfeited, Average Price per Share | $ 32.16 | 32.16 | ||
Awards vested, Average Price per Share | $ 36.81 | $ 30.98 | ||
Awards granted, Fair Value | $ 6,600 | $ 21,740 | $ 4,978 | |
Awards forfeited, Fair Value | $ 114 | 114 | ||
Awards vested, Fair Value | $ 3,317 | $ 783 | ||
[1] Represents the non-cash release of common shares due to the vesting of restricted stock. |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Performance Hurdles (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
SAR Stock Price Performance Hurdle One | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
SARs Stock Price Performance Hurdle | $ 133.58 |
Portion of SARs Subject to Performance Hurdle | 0.33% |
SAR Stock Price Performance Hurdle Two | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
SARs Stock Price Performance Hurdle | $ 166.98 |
Portion of SARs Subject to Performance Hurdle | 0.33% |
SAR Stock Price Performance Hurdle Three | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
SARs Stock Price Performance Hurdle | $ 200.37 |
Portion of SARs Subject to Performance Hurdle | 0.33% |
Stockholder's Equity - Summar_3
Stockholder's Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Options to Purchase Common Stock Exercised | (43,538) | (3,575) | (167,993) | (34,182) | ||
Montrose 2017 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Options to Purchase Common Stock Outstanding Beginning Balance | 2,579,566 | 2,036,729 | 2,036,729 | |||
Options to Purchase Common Stock Granted | 233,955 | 563,084 | ||||
Options to Purchase Common Stock Forfeited/cancelled | (63,085) | (38,887) | ||||
Options to Purchase Common Stock Expired | (1,200) | |||||
Options to Purchase Common Stock Exercised | (125,229) | (14,197) | ||||
Options to Purchase Common Stock Outstanding Ending Balance | 2,624,007 | 2,546,729 | 2,624,007 | 2,546,729 | 2,579,566 | 2,036,729 |
Options to Purchase Common Stock Exercisable | 1,365,861 | 1,365,861 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted-Average Exercise Price per Share Outstanding Beginning Balance | $ 31 | $ 26 | $ 26 | |||
Weighted-Average Exercise Price per Share Granted | 32 | 44 | ||||
Weighted-Average Exercise Price per Share Forfeited/cancelled | 37 | 35 | ||||
Weighted-Average Exercise Price per Share Expired | 25 | |||||
Weighted-Average Exercise Price per Share Exercised | 24 | 25 | ||||
Weighted-Average Exercise Price per Share Outstanding Ending Balance | $ 31 | $ 30 | 31 | 30 | 31 | $ 26 |
Weighted-Average Exercise Price per Share Exercisable | 29 | 29 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Weighted Average Grant Date Fair Value per Share Outstanding Beginning Balance | 15 | 14 | 14 | |||
Weighted Average Grant Date Fair Value per Share Granted | 14 | 16 | ||||
Weighted Average Grant Date Fair Value per Share Ending Balance | $ 16 | $ 15 | $ 16 | $ 15 | $ 15 | $ 14 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Contract Life (in Years) Outstanding | 7 years 5 months 15 days | 8 years 2 months 19 days | 7 years 9 months 3 days | 8 years 3 months 18 days | ||
Weighted Average Remaining Contract Life (in Years) Exercisable | 6 years 9 months 3 days | |||||
Aggregate Intrinsic Value of In-The-Money Options Outstanding | $ 32,414 | $ 19,199 | $ 32,414 | $ 19,199 | $ 37,292 | $ 91,030 |
Aggregate Intrinsic Value of In-The-Money Options Exercised | 2,794 | $ 393 | ||||
Aggregate Intrinsic Value of In-The-Money Options Exercisable | $ 18,892 | $ 18,892 | ||||
Montrose Amended and Restated 2013 Stock Option Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Options to Purchase Common Stock Outstanding Beginning Balance | 855,695 | 897,674 | 897,674 | |||
Options to Purchase Common Stock Expired | (675) | |||||
Options to Purchase Common Stock Exercised | (42,764) | (19,985) | ||||
Options to Purchase Common Stock Outstanding Ending Balance | 812,256 | 877,689 | 812,256 | 877,689 | 855,695 | 897,674 |
Options to Purchase Common Stock Exercisable | 812,256 | 812,256 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted-Average Exercise Price per Share Outstanding Beginning Balance | $ 6 | $ 6 | $ 6 | |||
Weighted-Average Exercise Price per Share Expired | 6 | |||||
Weighted-Average Exercise Price per Share Exercised | 7 | 6 | ||||
Weighted-Average Exercise Price per Share Outstanding Ending Balance | $ 6 | $ 6 | 6 | 6 | 6 | $ 6 |
Weighted-Average Exercise Price per Share Exercisable | 6 | 6 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Weighted Average Grant Date Fair Value per Share Outstanding Beginning Balance | 2 | 2 | 2 | |||
Weighted Average Grant Date Fair Value per Share Ending Balance | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Contract Life (in Years) Outstanding | 2 years 9 months 29 days | 3 years 10 months 17 days | 3 years 3 months 21 days | 4 years 4 months 13 days | ||
Weighted Average Remaining Contract Life (in Years) Exercisable | 2 years 9 months 29 days | |||||
Aggregate Intrinsic Value of In-The-Money Options Outstanding | $ 29,030 | $ 23,991 | $ 29,030 | $ 23,991 | $ 32,478 | $ 57,529 |
Aggregate Intrinsic Value of In-The-Money Options Exercised | 1,514 | $ 859 | ||||
Aggregate Intrinsic Value of In-The-Money Options Exercisable | $ 29,030 | $ 29,030 |
Stockholder's Equity - Summar_4
Stockholder's Equity - Summary of Weighted Average Assumptions Used in Black-Sholes Option-pricing Model (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock value (per share) | $ 32.16 | $ 44.01 |
Expected volatility | 33.79% | 33.45% |
Risk-free interest rate | 3.72% | 1.78% |
Expected life (years) | 7 years | 6 years 4 months 6 days |
Forfeiture rate | 0% | 0% |
Dividend rate | 0% | 0% |
Stockholder's Equity - Schedu_3
Stockholder's Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Jun. 30, 2023 | Jan. 31, 2023 | Jun. 30, 2022 | Jan. 31, 2022 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 9,511,911 | 8,647,620 | ||||
Montrose 2013 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 812,256 | 877,689 | ||||
Montrose 2017 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 8,699,655 | [1] | 1,189,801 | 7,769,931 | [1] | 1,185,112 |
[1] In January 2023 and 2022, the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards. Shares reserved for future issuance include 3,000,000 shares underlying the 3,000,000 performance SARs granted in December 2021 that are subject to vesting based on the achievement of certain market conditions. Assuming achievement at the highest price performance hurdle, approximately 2,000,000 shares of common stock would be issued upon vesting of these performance SARs. To date, none of the market conditions have been achieved. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - shares | 1 Months Ended | ||||||
Jan. 31, 2021 | Jun. 30, 2023 | Jan. 31, 2023 | Jun. 30, 2022 | Jan. 31, 2022 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 9,511,911 | 8,647,620 | |||||
Montrose 2017 Stock Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 8,699,655 | [1] | 1,189,801 | 7,769,931 | [1] | 1,185,112 | |
Stock Appreciation Rights Units Grant | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 3,000,000 | ||||||
Common stock issued upon vesting of performance SARs | 2,000,000 | ||||||
[1] In January 2023 and 2022, the Board of Directors ratified the addition of 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards. Shares reserved for future issuance include 3,000,000 shares underlying the 3,000,000 performance SARs granted in December 2021 that are subject to vesting based on the achievement of certain market conditions. Assuming achievement at the highest price performance hurdle, approximately 2,000,000 shares of common stock would be issued upon vesting of these performance SARs. To date, none of the market conditions have been achieved. |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (7,174) | $ (14,719) | $ (7,751) | $ (7,536) | $ (21,893) | $ (15,287) |
Convertible and redeemable series A-2 preferred stock dividend | (4,100) | (4,100) | (8,200) | (8,200) | ||
Net loss attributable to common stockholders -basic and diluted | $ (11,274) | $ (11,851) | $ (30,093) | $ (23,487) | ||
Weighted-average common shares outstanding - basic | 30,047 | 29,678 | 29,952 | 29,670 | ||
Weighted-average common shares outstanding - diluted | 30,047 | 29,678 | 29,952 | 29,670 | ||
Net loss per share attributable to common stockholders - basic | $ (0.38) | $ (0.4) | $ (1) | $ (0.79) | ||
Net loss per share attributable to common stockholders - diluted | $ (0.38) | $ (0.4) | $ (1) | $ (0.79) |
Net Loss Per Share - Common Sto
Net Loss Per Share - Common Stock Equivalents Excluded from Calculation of Diluted Loss Per Share Attributable to Common Stockholders (Details) - shares | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share amount | [1] | 3,436,263 | 3,424,418 |
Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share amount | [1] | 2,325,322 | 1,777,958 |
Series A-2 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share amount | [1] | 5,350,017 | 4,728,460 |
Stock Appreciation Rights (SARs) | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share amount | [1] | 3,000,000 | 3,000,000 |
[1] Includes 7,578,724 and 6,523,097 common stock equivalents that are out of the money as of June 30, 2023 and June 30, 2022 , respectively. |
Net Loss Per Share - Common S_2
Net Loss Per Share - Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Parenthetical) (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Number of shares out of money | 7,578,724 | 6,523,097 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Component
Segment Information - Components of Segment Revenues and Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||||
Segment Reporting Information [Line Items] | ||||||||
Segment Revenues | $ 159,101 | $ 139,910 | $ 290,529 | $ 274,590 | ||||
Segment Adjusted EBITDA | 21,191 | 16,513 | [1] | 37,794 | 32,964 | [1] | ||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Segment Revenues | 159,101 | 139,910 | 290,529 | 274,590 | ||||
Segment Adjusted EBITDA | 30,665 | 24,912 | [1] | 56,596 | 48,850 | [1] | ||
Assessment, Permitting and Response | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Segment Revenues | 61,411 | 50,037 | 113,625 | 95,637 | ||||
Segment Adjusted EBITDA | 13,833 | 10,809 | [1] | 28,099 | 20,432 | [1] | ||
Measurement and Analysis | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Segment Revenues | 50,055 | [2] | 42,224 | [2] | 92,582 | [3] | 81,985 | [3] |
Segment Adjusted EBITDA | 10,789 | 7,047 | [1],[4] | 17,176 | 13,369 | [1],[4] | ||
Remediation and Reuse | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Segment Revenues | 47,635 | 47,649 | 84,322 | 96,968 | ||||
Segment Adjusted EBITDA | 6,043 | 7,056 | [1] | 11,321 | 15,049 | [1] | ||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Segment Adjusted EBITDA | $ (9,474) | $ (8,399) | [1] | $ (18,802) | $ (15,886) | [1] | ||
[1] Includes the add back of start-up losses and investment in new services of $ 0.9 million and $ 1.7 million for the three and six months ended June 30, 2022 , respectively . Includes revenue of $ 2.4 million and $ 3.4 million from the Discontinuing Specialty Lab, for the three months ended June 30, 2023 and June 30, 2022 , respectively. Includes revenue of $ 3.9 million and $ 9.0 million from the Discontinuing Specialty Lab, for the six months ended June 30, 2023 and June 30, 2022 , respectively. Includes Adjusted EBITDA loss of $( 0.9 ) million and Adjusted EBITDA of $ 0.4 million from the Discontinuing Specialty Lab for the three and six months ended June 30, 2022 , respectively. |
Segment Information - Compone_2
Segment Information - Components of Segment Revenues and Adjusted EBITDA (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Segment Reporting Information [Line Items] | ||||||
Segment Revenues | $ 159,101 | $ 139,910 | $ 290,529 | $ 274,590 | ||
Segment Adjusted EBITDA | 21,191 | 16,513 | [1] | 37,794 | 32,964 | [1] |
Discontinuing Specialty Lab | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment Revenues | $ 2,400 | 3,400 | $ 3,900 | 9,000 | ||
Segment Adjusted EBITDA | (900) | 400 | ||||
Start-up Losses and Investment in New Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment Adjusted EBITDA | $ 900 | $ 1,700 | ||||
[1] Includes the add back of start-up losses and investment in new services of $ 0.9 million and $ 1.7 million for the three and six months ended June 30, 2022 , respectively . |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Measure to Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Segment Reporting Information [Line Items] | |||||||
Total | $ 21,191 | $ 16,513 | [1] | $ 37,794 | $ 32,964 | [1] | |
Interest expense, net | (1,877) | (1,518) | (3,418) | (2,610) | |||
Income tax expense | (151) | (831) | (1,518) | (2,100) | |||
Depreciation and amortization | (11,398) | (12,280) | (21,953) | (24,424) | |||
Stock-based compensation | (11,090) | (10,932) | (24,125) | (21,357) | |||
Start-up losses and investment in new services | (885) | (1,671) | |||||
Acquisition costs | (2,696) | (519) | (3,471) | (986) | |||
Fair value changes in financial instruments | 865 | 407 | (1,008) | 2,856 | |||
Fair value changes in business acquisition contingencies | (353) | 3,510 | 45 | 3,531 | |||
Expenses related to financing transactions | (4) | (7) | |||||
Other losses or expenses | (82) | (1,216) | [2] | (216) | (1,483) | [2] | |
Net loss | (7,174) | (7,751) | (21,893) | (15,287) | |||
Discontinuing Specialty Lab | |||||||
Segment Reporting Information [Line Items] | |||||||
Total | $ (900) | $ 400 | |||||
Other losses or expenses | [3] | $ 1,583 | $ 4,019 | ||||
[1] Includes the add back of start-up losses and investment in new services of $ 0.9 million and $ 1.7 million for the three and six months ended June 30, 2022 , respectively . Amounts include costs associated with the closing of a lab. Amounts consist of operating losses before depreciation related to the Discontinuing Specialty Lab . |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transactions [Abstract] | ||||
Related party transaction amount | $ 0 | $ 0 | $ 0 | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined contribution plan, description | 401(k) Savings Plan | ||||
Defined contribution plan, maximum annual contributions per employee, percent | 85% | 85% | |||
Defined contribution plan, employer matching contribution, percent of match | 100% | ||||
Defined contribution plan participant's compensation percent | 3% | ||||
Defined contribution plan percentage of participant's elective deferrals | 50% | ||||
Selling, General and Administrative Expenses | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined contribution plan, employer discretionary contribution amount | $ 1.8 | $ 1.7 | $ 3.9 | $ 3.4 | |
Minimum | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined contribution plan participant's compensation percent | 3% | ||||
Maximum | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined contribution plan participant's compensation percent | 5% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jul. 31, 2023 | Jun. 30, 2023 | May 31, 2023 |
GreenPath | |||
Subsequent Event [Line Items] | |||
Percentage of interests acquired | 100% | ||
Matrix | |||
Subsequent Event [Line Items] | |||
Percentage of interests acquired | 100% | ||
Subsequent Event | Vandrensning | |||
Subsequent Event [Line Items] | |||
Percentage of interests acquired | 100% |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Main Elements of Purchase Price of Acquisition (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2023 | Jun. 30, 2023 | ||
Subsequent Event [Line Items] | |||
Cash | $ 65,337 | ||
Total Purchase Price | 70,090 | ||
Matrix | |||
Subsequent Event [Line Items] | |||
Cash | 46,563 | ||
Total Purchase Price | $ 48,582 | ||
Subsequent Event | Vandrensning | |||
Subsequent Event [Line Items] | |||
Cash | [1],[2] | $ 3,267 | |
Other Purchase Price Obligations | [1] | 363 | |
Contingent Earn-Out | [1] | 1,100 | |
Total Purchase Price | [1] | $ 4,730 | |
[1] Amounts have been translated from Euros to U.S. Dollars by using the July 31, 2023 exchange rate. The cash portion of this acquisition's purchase price was funded through cash on hand. |