Business Combinations and Asset Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The purchase price allocations for ECM and NEHDS as of December 31, 2021 are summarized as follows (in thousands):

	ECM			NEHDS
Purchase Price
Cash consideration paid	155,686		(1)	60,332		(2)
Cash and cash equivalents acquired	(13,327)			(332)
Contingent consideration arrangement	—			2,500		(3)
Working capital surplus (deficiency)	(1,068)			554
Total purchase price (fair value of consideration)	141,291			63,054
Provisional Purchase Price Allocation
Current assets	17,468			3,508
Property and equipment	88,632			5,420
Intangible assets	37,200			20,000
Other non-current assets	3,644			12,122
Total assets acquired	146,944			41,050
Current liabilities	(7,721)			(4,014)
Other long-term liabilities	(2,460)			(10,516)
Total liabilities assumed	(10,181)			(14,530)
Temporary equity - redeemable noncontrolling interest in ECM	(33,556)			—
Goodwill	$	38,084		$	36,534

(1) At closing, $1.5 million of the cash consideration was placed in escrow to cover post-closing adjustments and to secure certain indemnification obligations of the sellers.

(2) At closing, $3.1 million of the cash consideration was placed in escrow to cover post-closing adjustments and to secure certain indemnification obligations of the sellers.

(3) The contingent consideration arrangement, also referred to as earnout, requires us to pay the former owners of NEHDS additional amounts in cash if certain levels of gross profit and revenues are earned during calendar year 2022. The potential undiscounted amount of all future earnout payments that we could be required to make is between $0 and $4.0 million. The fair value of the contingent consideration arrangement of $2.5 million was estimated by management.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the major classes of intangible assets and the respective weighted-average estimated amortization periods:

	Estimated Fair Value (in thousands)		Weighted-Average Estimated Amortization Period (Years)
Customer relationships	$	40,200	10
Trade names	17,000		12
Total intangible assets	$	57,200