Business Acquisitions (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Summary of Purchase Price Attributable to Acquisitions

The purchase price attributable to the acquisitions was allocated as follows:

	ECT2		All Other Acquisitions		Total
Cash	$	3,149	$	2,137	$	5,286
Restricted cash		629		—		629
Accounts receivable		1,707		3,751		5,458
Other current assets		498		61		559
Current assets		5,983		5,949		11,932
Property and equipment		776		3,288		4,064
Customer relationships		13,840		12,748		26,588
Trade names		1,008		659		1,667
Covenants not to compete		3,360		2,083		5,443
Proprietary software		—		2,560		2,560
Patent		17,479		—		17,479
Goodwill		16,395		20,227		36,622
Total assets		58,841		47,514		106,355
Current liabilities		5,024		977		6,001
Non- current liabilities		—		2,171		2,171
Total liabilities		5,024		3,148		8,172
Purchase price	$	53,817	$	44,366	$	98,183

The purchase price attributable to each acquisition was allocated as follows:

	ECT2		All Other Acquisitions		Total
Cash	$	3,149	$	2,137	$	5,286
Restricted cash		629				629
Accounts receivable		1,707		3,751		5,458
Other current assets		498		61		559
Current assets		5,983		5,949		11,932
Property and equipment		776		3,288		4,064
Customer relationships		13,840		12,748		26,588
Trade names		1,008		659		1,667
Covenants not to compete		3,360		2,083		5,443
Proprietary software				2,560		2,560
Patent		17,479				17,479
Goodwill		16,395		20,227		36,622
Total assets		58,841		47,514		106,355
Current liabilities		5,024		977		6,001
Non- current liabilities				2,171		2,171
Total liabilities		5,024		3,148		8,172
Purchase price	$	53,817	$	44,366	$	98,183

Summary of Elements of Purchase Price of Acquisitions

The following table summarizes the elements of purchase price of the acquisitions completed during the nine months ended September 30, 2020:

	Cash		Common Stock		Other Purchase Price Component Current			Other Purchase Price Component Long Term		Contingent Consideration Current		Contingent Consideration Long Term		Total Purchase Price
CTEH	$	175,000	$	25,000	$	(2,297	)	$	—	$	34,451	$	10,543	$	242,697
All other acquisitions		450		—		50			100		210		—		810
	$	175,450	$	25,000	$	(2,247	)	$	100	$	34,661	$	10,543	$	243,507

The following table summarizes the elements of purchase price of the acquisitions completed during the nine months ended September 30, 2019:

	Cash		Common Stock		Other Purchase Price Components			Contingent Consideration		Total Purchase Price
Golden	$	1,500		—		—		$	477	$	1,977
TES		2,359		322		25			4,911		7,617
TESUS		18,683		3,041		1,495			—		23,219
AWS		6,020		—		150			—		6,170
AEC		808		—		—			—		808
LEHDER		3,878		684		—			13		4,575
ECT2		54,037		—		(220	)		—		53,817
	$	87,285	$	4,047	$	1,450		$	5,401	$	98,183

The following table summarizes the elements of purchase price of the 2019 acquisitions:

	Cash		Common Stock		Other Purchase Price Components			Contingent Consideration		Total Purchase Price
Golden	$	1,500	$		$			$	477	$	1,977
TES		2,359		322		25			4,911		7,617
TESUS		18,683		3,041		1,495					23,219
AWS		6,020				150					6,170
AEC		808									808
LEHDER		3,878		684					13		4,575
ECT2		54,037				(220	)				53,817
	$	87,285	$	4,047	$	1,450		$	5,401	$	98,183

The following table summarizes the elements of purchase price of the 2018 acquisitions:

	Cash		Common Stock		Other Purchase Price Components			Contingent Consideration		Total Purchase Price
SES	$	450	$		$	50		$		$	500
FA		1,096				360			372		1,828
AGC		7,400		925		95			871		9,291
Streamline		5,678		631		180					6,489
Leymaster		2,465		435		250			434		3,584
AES		21,877		2,028		(16	)		1,274		25,163
EPS		9,995		1,615		(71	)				11,539
	$	48,961	$	5,634	$	848		$	2,951	$	58,394

Summary of Supplemental Unaudited Pro Forma Information

The unaudited condensed consolidated financial information summarized in the following table gives effect to the 2020 and the 2019 acquisitions discussed above assuming they occurred on January 1, 2019. 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, 2019, nor does the information purport to reflect results for any future period.

	For the Three Months Ended September 30,
	2020								2019
	As reported			Acquisitions Pro-Forma (Unaudited)		Consolidated Pro-Forma (Unaudited)			As reported			Acquisitions Pro-Forma (Unaudited)		Consolidated Pro-Forma (Unaudited)
Revenues	$	84,705		$	—	$	84,705		$	57,623		$	18,551	$	76,174
Net (loss) income		(30,737	)		—		(30,737	)		(6,683	)		4,042		(2,641	)

	For the Nine Months Ended September 30,
	2020								2019
	As reported			Acquisitions Pro-Forma (Unaudited)		Consolidated Pro-Forma (Unaudited)			As reported			Acquisitions Pro-Forma (Unaudited)		Consolidated Pro-Forma (Unaudited)
Revenues	$	219,502		$	31,253	$	250,755		$	165,978		$	107,459	$	273,437
Net (loss) income		(58,761	)		10,288		(48,473	)		(12,247	)		30,002		17,755

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, 2018, nor does the information project results for any future period.

	As reported			Acquisitions Pro-Forma (Unaudited)		Consolidated Pro-Forma (Unaudited)
2019
Revenues	$	233,854		$	25,446	$	259,300
Net income (loss)		(23,557	)		5,199		(18,358	)
2018
Revenues	$	188,805		$	58,526	$	247,331
Net income (loss)		(16,491	)		14,580		(1,911	)

AES

Summary of Purchase Price Attributable to Acquisitions

The purchase price attributable to each acquisition was allocated as follows:

	AES		All Other Acquisitions		Total
Cash	$	2,746	$	380	$	3,126
Accounts receivable		1,404		5,045		6,449
Other current assets		32		288		320
Current assets		4,182		5,713		9,895
Property and equipment		532		1,002		1,534
Customer relationships		11,296		15,543		26,839
Trade names		241		812		1,053
Covenants not to compete		961		1,813		2,774
Goodwill		11,019		13,661		24,680
Total assets		28,231		38,544		66,775
Current liabilities		3,068		2,141		5,209
Non- current liabilities				3,172		3,172
Total liabilities		3,068		5,313		8,381
Purchase price	$	25,163	$	33,231	$	58,394

CTEH

Summary of Purchase Price Attributable to Acquisitions

The preliminary purchase price attributable to the acquisitions was allocated as follows:

	CTEH		All Other Acquisitions		Total
Cash	$	1,527	$	—	$	1,527
Accounts receivable		17,059		—		17,059
Other current assets		1,265		—		1,265
Current assets		19,851		—		19,851
Property and equipment		7,042		75		7,117
Customer relationships		56,000		—		56,000
Trade names		4,200		—		4,200
Covenants not to compete		4,000		109		4,109
Proprietary software		14,700		—		14,700
Goodwill		146,625		626		147,251
Total assets		252,418		810		253,228
Current liabilities		9,721		—		9,721
Total liabilities		9,721		—		9,721
Purchase price	$	242,697	$	810	$	243,507

Subsequent Event

Summary of Elements of Purchase Price of Acquisitions

The transaction qualified as an acquisition of a business and will be accounted for as a business combination. The following table summarizes the elements of the purchase price of CTEH:

	Cash		Common Stock		Other Purchase Price Component			Contingent(1) Consideration	Total Purchase Price
CTEH	$	175,000	$	25,000	$	(1,746	)	$	$	198,254

(1) The contingent consideration element of the purchase price of CTEH’s acquisition is 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 first year earnout is to be calculated at twelve times CTEH’s 2020 EBITDA (as defined in the purchase agreement) in excess of $18.3 million, with a maximum first year earn-out payment of $50.0 million. The second year earn-out is to be calculated at ten times CTEH’s 2021 EBITDA in excess of actual 2020 EBITDA, with a maximum second year earn-out payment of $30.0 million. Estimated fair value of earn-out payments is still yet to be determined as the valuation process has not been finalized. The 2020 earn out is payable 100% in common stock unless the Company has consummated an IPO or a private placement of common stock where proceeds are no less than $75.0 million, in which event 50% of the 2020 earn out is payable in common stock and 50% in cash. The 2021 earn out, if any, is payable in cash.

Summary of Supplemental Unaudited Pro Forma Information

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, nor does the information purport to reflect results for any future period.

	As reported			Acquisitions Pro-Forma (Unaudited)		Consolidated Pro-Forma (Unaudited)
Revenues	$	233,854		$	110,119	$	343,973
Net (loss) income		(23,557	)		34,928		11,371