Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

During the year ended December 31, 2021, the Company completed one acquisition for a small NDT services company in Canada. The Company acquired 100% of the common stock in exchange for approximately $0.4 million during the first quarter of 2021. The results of the acquisition's operations are included within the Services segment and are not material to the consolidated financial statements. The Company completed its acquisition accounting for this transaction in accordance with the acquisition method of accounting for business combinations during the year ended December 31, 2021.

During September 2019, the Company completed one acquisition that provides pipeline integrity management software and services to energy transportation companies. The Company acquired all the equity interest of the acquired entity in exchange for aggregate consideration of $4.4 million in cash, contingent consideration of up to $4.3 million to be earned based upon the acquired business achieving specific performance metrics over the initial three years of operations from the acquisition date and working capital adjustments. The goodwill recorded is primarily attributable to expected synergies and is generally deductible for tax purposes. The Company accounted for this transaction in accordance with the acquisition method of accounting for business combinations.

The following table summarizes the final fair value of the assets acquired and liabilities assumed and the Company's allocation of purchase price:



	2019
Cash paid	$	4,380
Working capital adjustments	$	(152)
Fair value of contingent consideration	$	1,342
Total consideration	$	5,570

Current net assets	$	142
Other assets	$	34
Property, plant and equipment	$	65
Intangibles	$	3,594
Goodwill	$	1,735
Net assets acquired	$	5,570

Assets and liabilities of the acquired businesses were included in the consolidated balance sheet based on their respective estimated fair value on the date of acquisition as determined in a purchase price allocation, using available information and making assumptions management believes are reasonable. The amortization periods for the intangible assets acquired range from one year to eighteen years.

Acquisition-Related expense

In the course of its acquisition activities, the Company incurs costs in connection with due diligence, professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are recorded as acquisition-related expense, net, on the consolidated statements of income and were as follows for the years ended December 31, 2021, 2020 and 2019:


	For the year ended December 31,
	2021		2020		2019
Due diligence, professional fees and other transaction costs	$	5	$	—	$	364
Adjustments to fair value of contingent consideration liabilities	1,128		337		511
Acquisition-related expense, net	$	1,133	$	337	$	875

The Company’s contingent consideration liabilities are recorded on the consolidated balance sheets in accrued expenses and other current liabilities and other long-term liabilities.