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Subsequent Events
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

22. SUBSEQUENT EVENTS

Convertible and Redeemable Series A-2 Preferred Stock—On January 1, 2024, the Company redeemed $60.0 million of the outstanding Convertible and Redeemable Series A-2 Preferred Stock with cash.

Debt— In January 2024, the Company partially exercised its option to access the $150.0 million accordion under the Senior Secured Credit Agreement, and as a result, the Senior Secured Credit Agreement was amended to provide for an additional $100.0 million credit availability under the 2021 Credit Facility, comprised of an additional $50.0 million term loan and $50.0 million revolving credit facility. Furthermore, the Company exercised its credit facility covenant holiday, increasing its leverage capacity from 3.75 times to 4.25 times for four quarters beginning with the first quarter of 2024.

Business Acquisitions—In January 2024, the Company completed the business acquisition of Epic Environmental Pty Ltd (“Epic”) by acquiring 100.0% of its common stock. Epic provides environmental and engineering consulting services, and is based in Brisbane, Australia.

In February 2024, the Company completed the business acquisition of Two Dot Consulting, LLC (“2DOT”) by acquiring 100.0% of its common stock. 2DOT provides environmental and engineering consulting services, and is based in Denver, Colorado.

These transactions qualified as business acquisitions and will be accounted for as business combinations. The following table summarizes the elements of the purchase price of these acquisitions:

 

 

 

Cash (1)

 

 

Common
Stock

 

 

Deferred Common
Stock

 

 

Maximum Contingent Earnout

 

 

Total
Purchase
Price

 

Epic

 

$

19,914

 

 

$

4,838

 

 

$

5,070

 

 

$

6,627

 

 

$

36,449

 

2DOT

 

 

39,393

 

 

 

1,832

 

 

 

4,652

 

 

 

20,000

 

 

 

65,877

 

 

(1) The cash portion of these acquisitions’ purchase price was funded through proceeds received from the revolving credit facility.

 

The Company has not yet completed the initial purchase price allocation for these acquisitions, including obtaining all of the information required for the valuation of the acquired intangible assets, goodwill, assets and liabilities assumed, due to the timing of the close of the transactions.