XML 30 R19.htm IDEA: XBRL DOCUMENT
v3.21.1

Fair Value of Financial Instruments | 3 Months Ended
--- | ---
Mar. 31, 2021
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | 13. FAIR VALUE OF FINANCIAL INSTRUMENTS The following financial liabilities are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
|  | March 31, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
Business acquisitions contingent consideration, current |  | $ | 50,364 |  |  | $ | 49,902 |
Business acquisitions contingent consideration, long-term |  |  | 16,971 |  |  |  | 4,565 |
Conversion option |  |  | 21,488 |  |  |  | 20,886 |
Total |  | $ | 88,823 |  |  | $ | 75,353 |
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:
| Business Acquisitions Contingent Consideration, Current |  |  | Business Acquisitions Contingent Consideration, Long-term |  |  | Conversion Option |  |  | Contingent Put Option |  |  | Warrant Option |  |  | Total |
Balance—at January 1, 2020 | $ | 8,614 |  |  | $ | 379 |  |  | $ | — |  |  | $ | 7,100 |  |  | $ | 16,878 |  |  | $ | 32,971 |
Changes in fair value included in earnings |  | — |  |  |  | — |  |  |  | — |  |  |  | 29,627 |  |  |  | (1 | ) |  |  | 29,626 |
Payment of contingent consideration payable |  | (4,703 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,703 | )
Foreign currency translation of contingent consideration payment |  | (208 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (208 | )
Balance—at March 31, 2020 | $ | 3,703 |  |  | $ | 379 |  |  | $ | — |  |  | $ | 36,727 |  |  | $ | 16,877 |  |  | $ | 57,686 |
Balance—at January 1, 2021 | $ | 49,902 |  |  | $ | 4,565 |  |  | $ | 20,886 |  |  | $ | — |  |  | $ | — |  |  | $ | 75,353 |
Acquisitions |  | — |  |  |  | 1,804 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,804 |
Changes in fair value included in earnings |  | 462 |  |  |  | 10,602 |  |  |  | 602 |  |  |  | — |  |  |  | — |  |  |  | 11,666 |
Balance—at March 31, 2021 | $ | 50,364 |  |  | $ | 16,971 |  |  | $ | 21,488 |  |  | $ | — |  |  | $ | — |  |  | $ | 88,823 |
Quantitative Information about Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3): Business Acquisitions Contingent Consideration—The fair value of the contingent consideration payable associated with the acquisition of CTEH and MSE was determined using a Monte Carlo simulation of earnings in a risk-neutral Geometric Brownian Motion framework. The fair values of the contingent consideration payables for the other acquisitions were calculated based on expected target achievement amounts, which are measured quarterly and then subsequently adjusted to actuals at the target measurement date. 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 embedded derivative associated with the issuance of the Convertible and Redeemable Series A-2 Preferred Stock (Note 16) 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. Contingent Put Option—The fair value of the contingent put option associated with the issuance of the Redeemable Series A-1 Preferred Stock 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 contingent put option. The difference between the two scenarios is the implied fair value of the embedded derivative, recorded as the contingent put option liability. In this case the Series A-1 was redeemed on the date of value so the value of the “with” scenario is known. The unobservable input is the required rate of return on the Series A-1 through to maturity in the “without” scenario. The contingent put option was redeemed in July 2020 (Note 15). Warrant Option—The warrant option was exercised on July 30, 2020 (Note 11). The fair value of the warrant option associated with the issuance of the Redeemable Series A-1 Preferred Stock was calculated based on the Black-Sholes pricing model using the following assumptions:
|  | March 31, |
|  | 2020 |
Common stock value (per share) |  | $ | 31.60 |
Expected volatility |  |  | 35.93 | %
Risk-free interest rate |  |  | 0.70 | %
Expected life (years) |  | 10 |
The method used to price this liability is considered Level 3 due to the subjective nature of the unobservable inputs (common stock value and expected volatility) used to determine the fair value.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration