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Business Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Acquisitions

7. BUSINESS ACQUISITIONS

During the nine months ended September 30, 2025, the Company did not complete any business acquisitions; however, strategic acquisitions remain a core part of the Company's growth strategy.

The Company may be required to make up to $23.4 million in aggregate earn-out payments between the years 2025 and 2027 in connection with certain of its business acquisitions, of which up to $10.4 million may be paid only in cash, up to $2.8 million may be paid only in common stock and up to $10.2 million may be paid, at the Company’s option, in cash or common stock.

Transaction costs related to previous business combinations totaled $0.8 million and $1.8 million for the three and nine months ended September 30, 2025, respectively, and $2.8 million and $6.4 million for the three and nine months ended September 30, 2024, respectively. These costs are expensed within selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations.

During the nine months ended September 30, 2025, measurement period adjustments of $1.2 million were recorded (Note 8).

Acquisitions Completed During the Year Ended December 31, 2024

Epic Environmental Pty LTD (Epic)—In January 2024, the Company completed the acquisition of Epic by acquiring 100% of its common stock. Epic is an environmental consultancy, based in Brisbane, Australia, and serving clients across Australia.

Two Dot Consulting, LLC (2DOT)—In February 2024, the Company completed the acquisition of 2DOT by acquiring 100% of its membership interests. 2DOT is a leading environmental consultancy in the Rocky Mountain and adjacent regions, and is based in Denver, Colorado.

Engineering & Technical Associates, Inc. (ETA)—In April 2024, the Company acquired substantially all of the assets of ETA. ETA is a niche consulting firm focusing on providing process safety management, process hazardous analysis, and other safety-focused services to industrial clients throughout the United States.

Paragon Soil and Environmental Consulting Inc. (Paragon)—In May 2024, the Company completed the acquisition of Paragon by acquiring 100% of its ownership and interest. Paragon is an environmental consulting firm that provides services for clients across western Canada.

Spirit Environmental, LLC. (Spirit)—In July 2024, the Company completed the acquisition of Spirit by acquiring 100% of its membership interests. Spirit is a leading environmental consultant specializing in air permitting and compliance services across the central U.S. Spirit is based in Houston, Texas.

Origins Laboratory, Inc. (Origins)—In September 2024, the Company acquired substantially all of the assets of Origins. Origins is an accredited environmental analytical testing laboratory based in Denver, Colorado.

For the acquisitions completed during the nine months ended September 30, 2024, 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 nine months ended September 30, 2024 includes revenue of $15.0 million and $26.6 million, respectively, and pre-tax income of $3.0 million and $5.4 million, respectively, related to these acquisitions.

Supplemental Unaudited Pro-Forma—The unaudited consolidated financial information summarized in the following table gives effect to all acquisitions completed in 2024 assuming they occurred on January 1, 2024. 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 include results from certain acquired companies that have not been audited and whose accounting policies prior to acquisition may differ from those of the Company. As a result, these unaudited consolidated pro forma operating results may not be comparable to revenues and earnings had these consolidated pro forma results been audited and consistent accounting policies applied. 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, 2024 nor does the information project results for any future period. Please refer to the Company's 2024 Form 10-K for information regarding the 2024 acquisitions.

 

 

 

For the Three Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

 

As reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

 

As reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

Revenues

 

$

224,888

 

 

$

—

 

 

$

224,888

 

 

$

178,687

 

 

$

2,623

 

 

$

181,310

 

Net (loss) income

 

$

8,378

 

 

$

—

 

 

$

8,378

 

 

$

(10,564

)

 

$

1,583

 

 

$

(8,981

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

 

As reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

 

As reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

Revenues

 

$

637,265

 

 

$

—

 

 

$

637,265

 

 

$

507,337

 

 

$

23,225

 

 

$

530,562

 

Net (loss) income

 

$

7,375

 

 

$

—

 

 

$

7,375

 

 

$

(34,091

)

 

$

8,672

 

 

$

(25,419

)