v3.26.1
BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
2026 Acquisitions
During the six months ended June 30, 2026, the Company completed four acquisitions which were not significant to the consolidated financial statements. Total consideration for the acquisitions was approximately $13.9 million. The Company recorded approximately $6.5 million of goodwill related to the acquisitions. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805.
2025 Acquisitions
NV5 Acquisition
On August 4, 2025, the Company completed its acquisition of NV5 pursuant to the Agreement and Plan of Merger dated May 14, 2025.
In connection with the NV5 Acquisition, in the third quarter of 2025 the Company completed a reorganization of the Company’s reportable segments to align with the service offerings of the combined entity. Accordingly, the post-acquisition results of NV5 are reported within the Company’s Consulting & Engineering and Geospatial reportable segments, and the Company’s historical United States and Canada reportable segments have been combined into the Inspection & Mitigation reportable segment. See “Note 16. Segment Reporting” for further discussion regarding the Company’s reorganization and revised reportable segments.
The aggregate purchase consideration paid to the stockholders of NV5 totaled $1.7 billion, including: (i) a cash payment at the NV5 Closing Date of $870.9 million, (ii) the issuance of 73.2 million shares of common stock to NV5 stockholders with an estimated fair value of $768.3 million, and, (iii) the replacement of $76.5 million of unvested NV5 share-based awards, of which $29.7 million was attributable to pre-combination services. The Company funded the cash portion of the purchase price with a new term loan in an aggregate principal amount of $875.0 million and cash on hand. In connection with the debt financing, the Company incurred $21.9 million in debt issuance costs that were capitalized and will be amortized using the effective interest method over the remaining term of the Term Loans (as defined in “Note 11. Long-Term Debt”). The Company also increased the amount of its existing senior secured revolving credit facility to $125.0 million (the “Revolving Credit Facility”) and incurred debt issuance costs of $1.3 million related to the Revolving Credit Facility which will be amortized on a straight-line basis over the remaining term of the Revolving Credit Facility.
The NV5 Acquisition was accounted for under the acquisition method of accounting. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of the fair values. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805 which the Company expects to be in the third quarter of 2026. The NV5 Acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the fair values of assets and liabilities as of the acquisition date, including intangible assets, contract assets and liabilities, certain lease-related assets and liabilities, indemnification assets, and deferred tax assets and liabilities.
The excess of the purchase price over the preliminary fair value of the tangible and intangible net assets acquired and liabilities assumed has been recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce, expansion of service offerings, market opportunities and synergies expected to be achieved from the combined operations of the Company and NV5. The Company has preliminarily assigned goodwill amounts of approximately $15.4 million, $522.8 million, and $247.0 million to the Inspection & Mitigation, Consulting & Engineering and Geospatial segments, respectively. Goodwill of $76.1 million is expected to be deductible for income tax purposes.
The following table summarizes the preliminary estimated fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the NV5 Acquisition:
Total
Cash consideration$870,911 
Equity consideration768,304 
Replacement of share-based awards29,744 
Total consideration
$1,668,959 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents$58,958 
Accounts receivables184,894 
Contract assets109,331 
Prepaid expenses and other current assets36,349 
Plant and equipment80,557 
Other assets4,254 
Operating lease right-of-use assets33,464 
Intangible assets720,000 
Accounts payable(40,350)
Accrued expenses and other current liabilities(104,939)
Contract liabilities(59,858)
Other liabilities(10,730)
Deferred tax liabilities
(88,235)
Lease liabilities(39,908)
Total identifiable net assets acquired
$883,787 
Goodwill$785,172 
During the six months ended June 30, 2026, the Company recorded fair value adjustments during the measurement period primarily related to estimate at completion updates for circumstances that existed as of the acquisition date of August 4, 2025. These measurement period adjustments included updates to contract assets and contract liabilities due to changes in cost estimates associated with ongoing projects acquired on the acquisition date as well as a corresponding adjustment to deferred tax liabilities, resulting in a net impact to goodwill of $19.6 million as of June 30, 2026. The Company also recorded other measurement period adjustments that were not individually material resulting in a net impact to goodwill of $2.1 million as of June 30, 2026. See “Note 7. Goodwill” for further details.
As part of the purchase price allocation, the Company determined the identifiable intangible assets included customer relationships, customer backlog, trade name, and developed technology. Management used the multi-period excess earnings method to estimate the fair value of the customer relationships, which utilized the following significant assumptions and inputs: revenue growth rates, EBITDA margins, attrition rates, probability of renewal, contributory asset charges, income tax rates, depreciation and discount rates.
The following table summarizes the fair value of the identifiable intangible assets acquired on August 4, 2025:
Total
Customer relationships$590,000 
Customer backlog88,000 
Trade name39,000 
Developed technology3,000 
Total intangible assets
$720,000 
The weighted useful lives over which the intangible assets will be amortized are estimated as follows: 15 years for customer relationships, 2 years for customer backlog, 10 years for the trade name, and 3 years for developed technology.
In connection with the NV5 Acquisition, the Company incurred transaction costs of $24.7 million, which were expensed and included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations.
Pro Forma Consolidated Financial Information
The following pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2025 as if the NV5 Acquisition and related financing had occurred as of January 1, 2024, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the NV5 business and are not necessarily indicative of what the Company’s operating results would have been had the NV5 Acquisition and related financing taken place on January 1, 2024.
June 30, 2025
Three Months EndedSix Months Ended
Net revenue$565,910 $1,034,170 
Net loss$(6,650)$(49,759)
Pro forma financial information is presented as if the operations of NV5 had been included in the consolidated results of the Company since January 1, 2024, and gives effect to transactions that are directly attributable to the NV5 Acquisition and related financing. Adjustments, net of related tax impacts, include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2024; movement of transaction costs between reporting periods; interest expense under the Company’s Term Loans (defined in “Note 11. Long-Term Debt”) as if the amount borrowed to partially finance the purchase price was borrowed on January 1, 2024.
Other 2025 Acquisition Activity
During the year ended December 31, 2025, the Company completed seven other business combinations, which were not significant to the consolidated financial statements, either individually or in the aggregate. Total aggregate consideration was $45.8 million. The Company recorded a total $17.6 million of goodwill related to these acquisitions, of which $9.8 million was assigned to the Inspection & Mitigation reportable segment, $1.9 million was assigned to the Consulting & Engineering reportable segment, and $5.9 million was assigned to the Geospatial reportable segment. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The measurement period adjustments were not material.