MONTROSE ENVIRONMENTAL GROUP, INC., 10-K filed on 3/3/2025
Annual Report
v3.25.0.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Feb. 21, 2025
Jun. 28, 2024
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2024    
Document Annual Report true    
Document Transition Report false    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Trading Symbol MEG    
Entity Registrant Name Montrose Environmental Group, Inc.    
Entity Central Index Key 0001643615    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Common Stock, Shares Outstanding   34,339,764  
Entity Public Float     $ 1,520
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Interactive Data Current Yes    
Entity Current Reporting Status Yes    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity File Number 001-39394    
Entity Tax Identification Number 46-4195044    
Entity Incorporation State Country Code DE    
Entity Address Address Line1 5120 Northshore Drive    
Entity Address City Or Town North Little Rock    
Entity Address State Or Province AR    
Entity Address Postal Zip Code 72118    
City Area Code 501    
Local Phone Number 900-6400    
Security12b Title Common Stock, par value $0.000004 per share    
Security Exchange Name NYSE    
Auditor Firm ID 34    
Auditor Opinion

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Montrose Environmental Group, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, convertible and redeemable series A-2 preferred stock and stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

    
Auditor Name Deloitte & Touche LLP    
Auditor Location Costa Mesa, California    
Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024.

    
v3.25.0.1
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets    
Cash, cash equivalents and restricted cash $ 12,935 $ 23,240
Accounts receivable, net 158,883 112,360
Contract assets 52,091 51,629
Prepaid and other current assets 14,090 13,668
Income tax receivable   27
Total current assets 237,999 200,924
Non-current assets    
Property and equipment, net 63,776 56,825
Operating lease right-of-use asset, net 39,755 32,260
Finance lease right-of-use asset, net 19,643 13,248
Goodwill 467,789 364,449
Other intangible assets, net 152,756 140,813
Other assets 8,635 8,267
Total assets 990,353 816,786
Current liabilities    
Accounts payable and other accrued liabilities 63,704 59,920
Accrued payroll and benefits 34,248 34,660
Business acquisitions contingent consideration, current 26,872 3,592
Current portion of operating lease liabilities 11,345 9,963
Current portion of finance lease liabilities 4,627 3,956
Current portion of long-term debt 17,866 14,196
Total current liabilities 158,662 126,287
Non-current liabilities    
Business acquisitions contingent consideration, long-term 6,255 2,448
Other non-current liabilities 5,550 6,569
Deferred tax liabilities, net 13,312 6,064
Operating lease liability, net of current portion 30,880 25,048
Finance lease liability, net of current portion 11,460 8,185
Long-term debt, net of deferred financing fees 204,818 148,988
Total liabilities 451,161 342,606
Commitments and contingencies
Stockholders' equity:    
Additional paid-in-capital 721,067 531,831
Accumulated deficit (272,670) (210,356)
Accumulated other comprehensive loss (2,133) (223)
Total stockholders’ equity 446,264 321,252
Total liabilities, convertible and redeemable Series A-2 Preferred Stock and Stockholders' Equity 990,353 816,786
Conversion Option Related to Series A-2 Preferred Stock    
Non-current liabilities    
Conversion option related to Series A-2 Preferred Stock 20,224 19,017
Convertible And Redeemable Series A-2 Preferred Stock    
Non-current liabilities    
Redeemable series preferred stock $ 92,928 $ 152,928
v3.25.0.1
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2024
Dec. 31, 2023
Common stock, par value $ 0.000004 $ 0.000004
Common stock, shares authorized 190,000,000 190,000,000
Common stock, shares issued 34,309,788 30,190,231
Common stock, shares outstanding 34,309,788 30,190,231
Convertible And Redeemable Series A-2 Preferred Stock    
Temporary equity, par value $ 0.0001 $ 0.0001
Temporary equity, shares authorized 11,667 17,500
Temporary equity, shares issued 11,667 17,500
Number of shares outstanding 11,667 17,500
Temporary equity, aggregate liquidation preference $ 122.2 $ 182.2
v3.25.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]      
Revenues $ 696,395 $ 624,208 $ 544,416
Cost of revenues (exclusive of depreciation and amortization shown below) 418,193 383,903 351,882
Selling, general and administrative expense 261,627 222,861 176,295
Fair value changes in business acquisition contingencies 534 84 (3,227)
Depreciation and amortization 52,762 45,780 47,479
Loss from operations (36,721) (28,420) (28,013)
Other (expense) income, net (1,735) 4,374 3,683
Interest expense, net (15,862) (7,793) (5,239)
Total other income (expense), net (17,597) (3,419) (1,556)
Loss before expense from income taxes (54,318) (31,839) (29,569)
Income tax (benefit) expense 7,996 (980) 2,250
Net loss (62,314) (30,859) (31,819)
Equity adjustment from foreign currency translation (1,910) (231) (28)
Comprehensive loss (64,224) (31,090) (31,847)
Convertible and redeemable Series A-2 Preferred Stock dividend (11,064) (16,400) (16,400)
Net loss attributable to common stockholders $ (73,378) $ (47,259) $ (48,219)
Weighted average common shares outstanding - basic 33,061 30,058 29,688
Weighted average common shares outstanding - diluted 33,061 30,058 29,688
Net loss per share attributable to common stockholders - basic $ (2.22) $ (1.57) $ (1.62)
Net loss per share attributable to common stockholders - diluted $ (2.22) $ (1.57) $ (1.62)
v3.25.0.1
CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Convertible And Redeemable Series A-2 Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2021   $ 152,928        
Beginning balance, shares at Dec. 31, 2021   17,500        
Beginning balance at Dec. 31, 2021 $ 316,501     $ 464,143 $ (147,678) $ 36
Beginning balance, shares at Dec. 31, 2021     29,619,921      
Net loss (31,819)       (31,819)  
Stock-based compensation 43,290     43,290    
Dividend payment to the Series A-2 Preferred shareholders (16,400)     (16,400)    
Common stock issuances pursuant to exercises and vesting of equity awards 1,643     1,643    
Common stock issuances pursuant to exercises and vesting of equity awards, shares     126,872      
Accumulated other comprehensive income (28)         (28)
Ending balance at Dec. 31, 2022   $ 152,928        
Ending balance, shares at Dec. 31, 2022   17,500        
Ending balance at Dec. 31, 2022 313,187     492,676 (179,497) 8
Ending balance, shares at Dec. 31, 2022     29,746,793      
Net loss (30,859)       (30,859)  
Stock-based compensation 47,267     47,267    
Dividend payment to the Series A-2 Preferred shareholders (16,400)     (16,400)    
Common stock issuances pursuant to exercises and vesting of equity awards 4,690     4,690    
Common stock issuances pursuant to exercises and vesting of equity awards, shares     330,173      
Issuance of common stock pursuant to follow-on offering, shares     443,438      
Acquisitions consideration paid in common stock 2,598     2,598    
Acquisitions consideration paid in common stock, Shares     86,577      
Acquisitions contingent consideration paid in common stock 1,000     1,000    
Acquisitions contingent consideration paid in common stock, Shares     26,688      
Accumulated other comprehensive income (231)         (231)
Ending balance at Dec. 31, 2023   $ 152,928        
Ending balance, shares at Dec. 31, 2023   17,500        
Ending balance at Dec. 31, 2023 321,252     531,831 (210,356) (223)
Ending balance, shares at Dec. 31, 2023     30,190,231      
Net loss (62,314)       (62,314)  
Stock-based compensation 64,665     64,665    
Redemption of Series A-2 Preferred Stock   $ (60,000)        
Redemption of Series A-2 Preferred stock, shares   (5,833)        
Dividend payment to the Series A-2 Preferred shareholders (11,064)     (11,064)    
Common stock issuances pursuant to exercises and vesting of equity awards 2,060     2,060    
Common stock issuances pursuant to exercises and vesting of equity awards, shares     320,903      
Issuance of common stock pursuant to follow-on offering 121,776     121,776    
Issuance of common stock pursuant to follow-on offering, shares     3,450,000      
Acquisitions consideration paid in common stock 10,712     10,712    
Acquisitions consideration paid in common stock, Shares     313,394      
Acquisitions contingent consideration paid in common stock 1,087     1,087    
Acquisitions contingent consideration paid in common stock, Shares     35,250      
Accumulated other comprehensive income (1,910)         (1,910)
Ending balance at Dec. 31, 2024   $ 92,928        
Ending balance, shares at Dec. 31, 2024   11,667        
Ending balance at Dec. 31, 2024 $ 446,264     $ 721,067 $ (272,670) $ (2,133)
Ending balance, shares at Dec. 31, 2024     34,309,778      
v3.25.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Operating activities:      
Net loss $ (62,314) $ (30,859) $ (31,819)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 52,762 45,780 47,479
Amortization of right-of-use asset 11,572 10,194 9,289
Stock-based compensation expense 64,665 47,267 43,290
Fair value changes in financial instruments 3,123 (4,129) (3,396)
Deferred income taxes 4,286 (980) 2,250
Other operating activities, net 608 3,142 (3,975)
Changes in operating assets and liabilities,net of acquisitions:      
Accounts receivable and contract assets (41,977) (2,923) 4,394
Prepaid expenses and other current assets (552) (918) (1,763)
Accounts payable and other accrued liabilities 3,798 (8,912) (9,878)
Accrued payroll and benefits (1,709) 9,464 (6,830)
Payment of contingent consideration   (611) (19,457)
Change in operating leases (12,027) (10,493) (8,935)
Net cash (used in) provided by operating activities 22,235 56,022 20,649
Investing activities:      
Proceeds from corporate owned and property insurance 224 573 329
Purchases of property and equipment (21,333) (29,578) (9,583)
Proceeds from the sale of property and equipment 2,148 971 174
Proprietary software development and other software costs (2,501) (3,352) (593)
Purchase price true ups (3,287) (1,425) (389)
Minority investments (210) (2,626)  
Cash paid for acquisitions, net of cash acquired (113,086) (66,187) (28,625)
Net cash used in investing activities (138,045) (101,624) (38,687)
Financing activities:      
Proceeds from line of credit 403,116    
Repayment of the line of credit (377,615)    
Proceeds from the aircraft loan   10,935  
Repayment of aircraft loan (1,071) (591)  
Proceeds from term loan 50,000    
Repayment of term loan (15,000) (12,211) (8,750)
Payment of contingent consideration and other purchase price true ups (363) (1,949) (11,107)
Repayment of finance leases (5,489) (4,584) (3,967)
Payments of deferred financing costs (348)   (183)
Proceeds from issuance of common stock for exercised stock options 2,060 4,690 1,643
Proceeds from issuance of common stock in follow-on offering 121,776    
Dividend payment to the series A-2 stockholders (11,064) (16,400) (16,400)
Repayment to the series A-2 stockholders (60,000)    
Net cash provided by (used in) financing activities 106,002 (20,110) (38,764)
Change in cash, cash equivalents and restricted cash (9,808) (65,712) (56,802)
Foreign exchange impact on cash balance (497) (876) (111)
Cash, cash equivalents and restricted cash:      
Beginning of year 23,240 89,828 146,741
End of year 12,935 23,240 89,828
Supplemental disclosures of cash flows information:      
Cash paid for interest 14,780 8,059 6,514
Cash paid for income tax 4,194 997 789
Supplemental disclosures of non-cash investing and financing activities:      
Accrued purchases of property and equipment 983 1,098 2,261
Property and equipment purchased under finance leases 9,435 8,298 5,061
Common stock issued to acquire new businesses 10,712 2,598  
Acquisitions unpaid contingent consideration 33,127 6,040 $ 8,255
Acquisitions contingent consideration paid in common stock $ 1,087 1,000  
Accrued lease surrender liability (Note 7)   $ 5,947  
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net Income (Loss) $ (62,314) $ (30,859) $ (31,819)
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management, Strategy, and Governance
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cybersecurity Risk Management and Strategy

Our cybersecurity risk management program is designed to assess, identify, and manage material risks from potential unauthorized breaches of or access to our electronic information systems, and the information we store on our systems. Our program includes a wide variety of mechanisms, controls, technologies, methods, systems and other processes as further described below that are designed to prevent, detect, or mitigate unauthorized access, data loss, theft, misuse or other security incidents and vulnerabilities affecting our systems and the information we store on our systems. The information we store includes confidential, proprietary, business, and personal information of ours, our customers, our employees and other third parties that we collect, process, store and transmit as part of our business. Our program is aligned with the National Institute for Standards and Technology Risk Management Framework (NIST RMF), other industry-recognized standards and our contractual requirements. We also leverage government partnerships, industry and government associations, third-party benchmarking, the results from regular internal and third-party audits, threat intelligence feeds and other similar resources to inform and guide our cybersecurity processes and resource allocation. Additionally, we use processes and third-party technologies to oversee and minimize impact to our data, including two-factor authentication, encryption, Company secured email and dedicated cybersecurity support personnel.

Our cybersecurity risk management strategy is led by our Chief Information Security Officer (CISO) and a team of information security and other professionals, as detailed further below, who are responsible for implementing and maintaining our cybersecurity data protection practices. This team works in close coordination with the Audit Committee of our Board of Directors, which is responsible for oversight of cybersecurity risk, senior management and other business functions and teams across the Company to identify threats by performing risk assessments and analyzing effectiveness of controls against identified risks.

As part of our risk management process, our cybersecurity risk management team oversees our vulnerability management practices and conducts routine application security assessments, yearly penetration testing, periodic security audits and ongoing risk assessments designed to identify cybersecurity risks to our environment. We continue to leverage third-party services for security operations through a dedicated managed security service provider to monitor and respond to cyber threats. This provider plays a critical role in, mitigating threats to our environment, as well as alerting and responding to events and incidents in close coordination with our internal team. For example, this provider performs searches across live and historical data to provide analysis based on threat intelligence and use cases to develop trends and data models to reduce false positives and enhance search criteria for future use. In addition to our routine practices, we also conduct testing, audits and assessments in connection with acquisitions, the implementation of new software, processes or activities requiring changes in our information technology environment, new cybersecurity events or developments and receipt of new risk intelligence. Further, we have adopted an enterprise-wide cybersecurity training and awareness program requiring all employees to complete annual cybersecurity training. The program is supported with monthly education and simulations with remedial training assignments to increase user awareness.

We maintain an incident response plan (IRP) aligned with NIST RMF when responding to incidents. The IRP sets out a coordinated approach to investigating, containing documenting and mitigating incidents. Our CISO, with oversight from our Chief Information Officer (CIO), is responsible for executing the relevant cybersecurity incident response plan, which includes response criteria for materiality, applicable requirements for incident disclosure and reporting and escalation procedures to various individuals and departments, including our Audit Committee, key

stakeholders, and senior management, including our General Counsel, Chief Financial Officer and Chief Executive Officer, for risks with a potentially material impact for responding to cybersecurity incidents.

In addition to our in-house team and third-party security operations services, we also engage assessors, consultants, auditors and other third parties from time to time to assist with assessing, identifying, and managing cybersecurity risks. For example, we leverage third-party security and compliance companies with subject matter expertise in these areas for threat identification and remediation. We continue to work with the U.S. Department of Defense on assessing cybersecurity risk and on policies and practices aimed at mitigating these risks, including through participation in the Department of Defense’s collaborative information sharing. We also partner with other work groups to support understanding and deployment of the Cybersecurity Maturity Model Certification (CMMC) to promote readiness in complying with cybersecurity requirements for handling CUI and federal contract requirements.

As of December 31, 2024, we were not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Cybersecurity and Data Privacy Oversight

Montrose maintains a dedicated cybersecurity team, led by our CISO and reporting to our CIO. Our CIO has deep expertise in cybersecurity and data management, as well as technical strategy and infrastructure, as part of his over 20 years of experience serving in this and similar roles across multiple organizations. Furthermore, our CISO is a Certified Information Security Manager (CISM) and brings over 25 years of experience in information technology, governance, compliance, and risk management.

The CISO is responsible for developing and deploying Montrose’s overall cybersecurity and data privacy strategy, policies, procedures, and threat detection and response actions, with the support of Montrose’s cybersecurity team. The cybersecurity team implements Montrose’s cybersecurity and data privacy policies and procedures, including governance, compliance, and risk management practices, to safeguard Montrose’s information systems and data. Collectively, the CISO and the cybersecurity team manage and evolve Montrose’s cybersecurity posture with the objective of preventing cybersecurity incidents and increasing system resiliency to minimize business impact should an incident occur.

At the management level, Montrose’s Enterprise Cybersecurity Council, consisting of our CIO, CISO, Director of Information Security, Director of Infrastructure, and senior security architects and engineers, meets monthly to review and assess cybersecurity risks and evaluate performance metrics to identify areas for continual improvement and system strengthening. Furthermore, the Council reviews project implementation status for targeted cybersecurity measures and tracks employee cybersecurity training completion and phishing email response rates. Council members have extensive cybersecurity experience and hold certifications including CISM, Certified Information Systems Security Professional (CISSP), Certified Ethical Hacker (CEH) and Cisco Certified Network Associate (CCNA).

The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks. The Audit Committee maintains delegated oversight of cybersecurity risks, bringing in third-party expertise as needed to advise on cybersecurity infrastructure, policies, and practices. Our CIO and CISO brief the Audit Committee quarterly, at a minimum, on Montrose’s cybersecurity risks, business-impacting incidents, and ongoing and future cybersecurity project implementations. In addition, the Audit Committee’s third-party cybersecurity advisor meets regularly with the CIO and CISO to review our cybersecurity strategy and our continued progress toward meeting our objectives. The full Board of Directors receives quarterly updates from the Audit Committee regarding its oversight of cybersecurity risks and is also periodically briefed on our cybersecurity risk management program directly by our CIO and CISO.

In accordance with our Incident Response Plan, in the event of a potentially material cybersecurity event, the Audit Committee as well as our General Council, Chief Financial Officer, and CEO would be notified, briefed, and involved in oversight of mitigation, reporting, and recovery measures as appropriate.
Cybersecurity Risk Management Processes Integrated [Flag] false
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]

As of December 31, 2024, we were not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Cybersecurity Risk Board of Directors Oversight [Text Block]

Cybersecurity and Data Privacy Oversight

Montrose maintains a dedicated cybersecurity team, led by our CISO and reporting to our CIO. Our CIO has deep expertise in cybersecurity and data management, as well as technical strategy and infrastructure, as part of his over 20 years of experience serving in this and similar roles across multiple organizations. Furthermore, our CISO is a Certified Information Security Manager (CISM) and brings over 25 years of experience in information technology, governance, compliance, and risk management.

The CISO is responsible for developing and deploying Montrose’s overall cybersecurity and data privacy strategy, policies, procedures, and threat detection and response actions, with the support of Montrose’s cybersecurity team. The cybersecurity team implements Montrose’s cybersecurity and data privacy policies and procedures, including governance, compliance, and risk management practices, to safeguard Montrose’s information systems and data. Collectively, the CISO and the cybersecurity team manage and evolve Montrose’s cybersecurity posture with the objective of preventing cybersecurity incidents and increasing system resiliency to minimize business impact should an incident occur.

At the management level, Montrose’s Enterprise Cybersecurity Council, consisting of our CIO, CISO, Director of Information Security, Director of Infrastructure, and senior security architects and engineers, meets monthly to review and assess cybersecurity risks and evaluate performance metrics to identify areas for continual improvement and system strengthening. Furthermore, the Council reviews project implementation status for targeted cybersecurity measures and tracks employee cybersecurity training completion and phishing email response rates. Council members have extensive cybersecurity experience and hold certifications including CISM, Certified Information Systems Security Professional (CISSP), Certified Ethical Hacker (CEH) and Cisco Certified Network Associate (CCNA).

The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks. The Audit Committee maintains delegated oversight of cybersecurity risks, bringing in third-party expertise as needed to advise on cybersecurity infrastructure, policies, and practices. Our CIO and CISO brief the Audit Committee quarterly, at a minimum, on Montrose’s cybersecurity risks, business-impacting incidents, and ongoing and future cybersecurity project implementations. In addition, the Audit Committee’s third-party cybersecurity advisor meets regularly with the CIO and CISO to review our cybersecurity strategy and our continued progress toward meeting our objectives. The full Board of Directors receives quarterly updates from the Audit Committee regarding its oversight of cybersecurity risks and is also periodically briefed on our cybersecurity risk management program directly by our CIO and CISO.

In accordance with our Incident Response Plan, in the event of a potentially material cybersecurity event, the Audit Committee as well as our General Council, Chief Financial Officer, and CEO would be notified, briefed, and involved in oversight of mitigation, reporting, and recovery measures as appropriate.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks. The Audit Committee maintains delegated oversight of cybersecurity risks, bringing in third-party expertise as needed to advise on cybersecurity infrastructure, policies, and practices. Our CIO and CISO brief the Audit Committee quarterly, at a minimum, on Montrose’s cybersecurity risks, business-impacting incidents, and ongoing and future cybersecurity project implementations.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] In addition, the Audit Committee’s third-party cybersecurity advisor meets regularly with the CIO and CISO to review our cybersecurity strategy and our continued progress toward meeting our objectives. The full Board of Directors receives quarterly updates from the Audit Committee regarding its oversight of cybersecurity risks and is also periodically briefed on our cybersecurity risk management program directly by our CIO and CISO.
Cybersecurity Risk Role of Management [Text Block]

At the management level, Montrose’s Enterprise Cybersecurity Council, consisting of our CIO, CISO, Director of Information Security, Director of Infrastructure, and senior security architects and engineers, meets monthly to review and assess cybersecurity risks and evaluate performance metrics to identify areas for continual improvement and system strengthening. Furthermore, the Council reviews project implementation status for targeted cybersecurity measures and tracks employee cybersecurity training completion and phishing email response rates. Council members have extensive cybersecurity experience and hold certifications including CISM, Certified Information Systems Security Professional (CISSP), Certified Ethical Hacker (CEH) and Cisco Certified Network Associate (CCNA).

Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Montrose maintains a dedicated cybersecurity team, led by our CISO and reporting to our CIO.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our CIO has deep expertise in cybersecurity and data management, as well as technical strategy and infrastructure, as part of his over 20 years of experience serving in this and similar roles across multiple organizations. Furthermore, our CISO is a Certified Information Security Manager (CISM) and brings over 25 years of experience in information technology, governance, compliance, and risk management.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The cybersecurity team implements Montrose’s cybersecurity and data privacy policies and procedures, including governance, compliance, and risk management practices, to safeguard Montrose’s information systems and data. Collectively, the CISO and the cybersecurity team manage and evolve Montrose’s cybersecurity posture with the objective of preventing cybersecurity incidents and increasing system resiliency to minimize business impact should an incident occur.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Description of the Business and Basis of Presentation
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of the Business and Basis of Presentation

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business—Montrose Environmental Group, Inc. (Montrose or the Company) is a corporation formed on November 2013, under the laws of the State of Delaware. The Company has approximately 120 offices across the United States, Canada, Australia and Europe and approximately 3,410 employees as of December 31, 2024.

Montrose is an environmental services company serving the recurring environmental needs of a diverse client base, including Fortune 500 companies and federal, state and local governments through the following three segments:

Assessment, Permitting and Response segment provides scientific advisory and consulting services to support environmental assessments, environmental emergency response and recovery, toxicology consulting and environmental audits and permits for current operations, facility upgrades, new projects, decommissioning projects and development projects. The Company works closely with clients to navigate the regulatory process at the local, state, provincial and federal levels, to identify the potential environmental and political impacts of their decisions and develop practical mitigation approaches, as needed. In addition to environmental toxicology, and given the Company's expertise in helping businesses plan for and respond to disruptions, the Company's scientists and response teams have helped clients navigate their preparation for and response to emergency response situations.

Measurement and Analysis segment is one of the largest providers of environmental testing and laboratory services in North America. The Company's highly credentialed teams test and analyze air, water and soil to determine concentrations of contaminants, as well as the toxicological impact of contaminants on flora, fauna and human health. The Company's offerings include source and ambient air testing and monitoring, leak detection, and advanced multi-media laboratory services, including air, soil, stormwater, wastewater and drinking water analysis.

Remediation and Reuse segment provides clients with engineering, design, and implementation services, primarily to treat contaminated water, remove contaminants from soil or create renewable energy from waste. The Company's team, including engineers, scientists and consultants, provides these services to assist clients in designing solutions, managing products and mitigating environmental risks and liabilities at their locations. The Company does not own the properties or facilities at which it implements these projects or the underlying liabilities, nor does the Company own material amounts of the equipment used in projects.

Basis of Presentation—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). Intercompany balances and transactions are eliminated.

Reclassifications—Certain reclassifications have been made to prior period amounts in the audited consolidated financial statements to conform to the current period presentation. Within the consolidated statement of cash flows, the Company reclassified $3.1 million and ($1.1) million of provision for bad debt, $0.1 million and ($3.2) million of fair value changes and ($0.1) million and $0.3 million of other activities to other operating activities, net, for 2023 and 2022, respectively. Within the consolidated statements of convertible and redeemable Series A-2 Preferred Stock and stockholders’ equity, the Company disaggregated 443,438 shares or $8.2 million of common stock issued in 2023 to separate line items. Within Note 12, Income Taxes, in the table of significant components of deferred tax assets for 2023, the Company disaggregated (i) the employee related line item of $12.6 million into a $4.9 million accrued compensation line item and a $7.7 million equity compensation line item and (ii) the other line item of $6.8 million into a $3.4 million Section 163(j) interest limitation line item and a $0.7 million Section 174 research and experimental expenditures line item, and (iii) the allowance for bad debt line item of $0.7 million was reclassified to the other line item. Within Note 12 Income Taxes significant components of deferred tax liability for 2023, the Company reclassified $1.5 million of Section 481A adjustment into other line item. These reclassifications did not have a material impact on previously reported amounts.
v3.25.0.1
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Significant Accounting Policies

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include, but are not limited to, management’s forecasts of future cash flows used as a basis to assess recoverability of goodwill and long-lived assets, the allocation of purchase price to tangible and intangible assets, allowances for doubtful accounts, the estimated useful lives over which property and equipment is depreciated and intangible assets are amortized, subsequent measurement of goodwill, the fair value of contingent consideration payables, the fair value of embedded derivatives, equity-based compensation expense and deferred taxes. These estimates could materially differ from actual results.

Cash, Cash Equivalents and Restricted Cash—The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company considers cash deposits in banks as cash with original maturities at purchase of three months or less as cash equivalents.

Cash, long-term debt and financial instruments subject the Company to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with large, reputable financial institutions. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk associated with these accounts.

Cash that is restricted as to withdrawal or use under the terms of certain contractual agreements is recorded in restricted cash in the Company’s consolidated statements of financial position. The Company’s $1.5 million restricted cash balance as of December 31, 2024 primarily consisted of a $1.0 million sublease deposit (Note 8).

Accounts Receivables-Net—Accounts receivable are presented in the consolidated statements of financial position, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established at the origination of an account in accordance with Accounting Standard Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). Accounting Standards Codification (ASC) 326 requires the Company to estimate the lifetime expected credit losses on such instruments and to record an allowance to offset the receivables.

Financial Instruments— The Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

The Company considers the carrying values of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses to approximate fair value for these financial instruments due to the short maturities of these instruments. The Company’s interest rate swap, embedded derivatives, and any acquisition’s contingent consideration are carried at fair value and determined according to the fair value hierarchy above.

The Company’s variable rate borrowings under its Credit Facility (Note 13) is tied to market indices and, thus, approximate fair value. The estimated fair value of the long-term debt under the credit facility is based on borrowing rates currently available to the Company for loans with similar terms and remaining maturities.

Impairment of Long-Lived Assets—Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of long lived assets should be assessed. When such events or changes in circumstances are present, the Company estimates the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount, the Company recognizes an impairment based on the fair value of such assets.

Acquisitions—The Company first assesses whether the acquisition represents a purchase of assets or a business. If the transaction is a business acquisition, the Company accounts for the acquisition using business combination accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Goodwill represents the premium the Company pays over the fair value of the net tangible and intangible assets acquired. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates. Transaction costs associated with acquisitions of businesses are expensed as they are incurred.

Business Acquisition Contingencies— Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability. Subsequent changes in the fair value of contingent consideration are recognized as a gain or loss in the consolidated statements of operations. Payments of contingent consideration are reflected in financing activities in the consolidated statements of cash flows to the extent included as part of the initial purchase price, or in operating activities if the payment exceeds the amount included in the initial purchase price.

Goodwill—Goodwill is not amortized but instead qualitatively or quantitatively tested for impairment at least annually. Should an event or circumstances indicate that a reduction in fair value of the reporting unit may have occurred during the year, goodwill would also be tested at such occasion. The Company performs its goodwill test at the reporting unit level. If necessary, the goodwill quantitative impairment test is performed on October 1st every year.

The Company uses a two-step process to assess the realizability of goodwill. The first step (generally referred to as a "step 0" analysis) is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step (generally referred to as a "step 1" analysis).

Step 1 of the quantitative test requires comparison of the carrying value of each of the reporting units to the respective fair value, calculated based on weighted income and market-based approaches. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.

During 2024 and 2023, the Company elected to perform a step 1 impairment analysis. Based on the analysis performed, management determined that no impairment of goodwill existed in any of the Company’s reporting units as of the testing date (October 1, 2024). Also, no triggering events or changes in circumstances occurred during the period October 1, 2024 through December 31, 2024 that warranted retesting goodwill for impairment.

Embedded Derivatives—Embedded derivatives that are required to be bifurcated from the underlying host instrument are accounted for and valued as a separate financial instrument. These embedded derivatives are bifurcated, accounted for at their estimated fair value, which is based on certain estimates and assumptions, and presented

separately on the consolidated statements of financial position. Our valuation of embedded derivatives follows the With and Without method of the income approach, where the value of the derivative is derived by comparing projected cash flows with and without the embedded feature. The discount rate reflects the level of risk associated with these cash flows and is determined based on and evaluation of the Company’s credit risk and market required yields for comparable securities with similar credit risk. To derive a credit rating indication, the Company utilizes the Synthetic Credit Rating Model, and the recovery rate method is employed to establish the Company’s discount rate. Changes in fair value of the embedded derivatives are recognized as a component of other income/expense on the Company’s consolidated statements of operations (Note 16).

Foreign Currency—The Company has operations in the United States, Canada, Australia and Europe. The results of its non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. The Company’s assets and liabilities are translated using the exchange rate as of the date of the consolidated statement of financial position and equity is translated using historical rates. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net income (loss) and instead are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in selling, general and administrative expense on the consolidated statements of operations.

Accumulated Other Comprehensive Income (Loss)—Accumulated other comprehensive income (loss), as presented on the consolidated statements of redeemable convertible and redeemable Series A-2 Preferred Stock and stockholders’ equity (deficit), consists of unrealized gains and losses on foreign currency translation. Comprehensive income (loss) is not included in the computation of income tax benefit.

Accumulated other comprehensive loss increased by $1.9 million in 2024 due to the strengthening of the U.S. dollar at the end of 2024.

Revenue Recognition—Revenue is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers. The following is considered by the Company in the recognition of revenue under ASC 606:

The Company’s services are performed under two general types of contracts (i) fixed-price and (ii) time-and-materials. Under fixed-price contracts, customers pay an agreed-upon amount for a specified scope of work agreed to in advance of the project. Under time-and-materials contracts, customers pay for the hours worked and resources used based on agreed-upon rates. Certain of the Company’s time-and-materials contracts are subject to maximum contract amounts. The duration of the Company’s contracts ranges from less than one month to over a year, depending on the scope of services provided. Payment terms are agreed upon at the time of contract approval and are typically net 30. Costs to obtain and fulfill contracts associated with system sales are expensed as a cost of revenue when the Company has fulfilled its performance obligations.

The Company accounts for individual promises in contracts as separate performance obligations if the promises are distinct. The assessment requires judgment. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. Certain contracts in the Company’s Measurement and Analysis segment have multiple performance obligations, most commonly due to the contracts providing for multiple laboratory tests which are individual performance obligations.

For the Measurement and Analysis contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of each performance obligation. The standalone selling price of each performance obligation is generally determined by the observable price of a service when sold separately.

Fixed fee contracts—On the majority of fixed fee contracts, the Company recognizes revenue, over time, using either the proportion of actual costs incurred to the total costs expected to complete the contract performance obligation (cost to cost method), or the time-elapsed basis. The Company determined that the cost to cost method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Under the time-elapsed basis, the arrangement is considered a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same

pattern of transfer (i.e. distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. For a portion of the Company’s laboratory service contracts, revenue is recognized as performance obligations are satisfied over time, with recognition reflecting a series of distinct services using the output method. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period.

There are inherent uncertainties in the estimation process for cost to cost contracts, as the estimation of total contract costs and estimates to complete is complex, subject to many variables, and requires judgment. It is possible that estimates of costs to complete a performance obligation will be revised in the near-term based on actual progress and costs incurred. These uncertainties primarily impact the Company’s contracts in the Remediation and Reuse segment.

Time-and-materials contracts—Time-and-materials contracts contain variable consideration. However, these arrangements qualify for the “Right to Invoice” practical expedient. Under this practical expedient, the Company recognized revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company had a right to consideration from a customer in an amount that directly corresponded with the value to the customer of the Company’s performance completed to date.

Segment Reporting—Operating segments are components of an enterprise for which discrete financial reporting information is available and evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Company has identified its Chief Executive Officer as the CODM. The CODM views the Company’s operations and manages the businesses as three operating segments, which are also the Company’s reportable segments: (i) Assessment, Permitting and Response, (ii) Measurement and Analysis, and (iii) Remediation and Reuse.

Stock-Based Compensation—The Company sponsors stock incentive plans that allow for issuance of employee stock options, restricted stock awards, restricted stock units and stock appreciation rights awards.

There are certain awards that were issued to non-employees in exchange for their services and are accounted for under ASC 505, Equity-Based Payments to Non-Employees. ASC 505 requires that the fair value of the equity instruments issued to a non-employee be measured on the earlier of: (i) the performance commitment date or (ii) the date the services required under the arrangement have been completed.

Certain of the performance based restricted stock units will only meet the requirements for establishing a grant date when the final calculated financial performance metrics and the amount of awards have been approved by the Company’s Board of Directors, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period.

The fair value of the remaining stock-based payment awards is expensed over the vesting period of each tranche on a straight-line basis. Any modification of an award that increases its fair value will require the Company to recognize additional expense. The fair value of stock options under its employee stock incentive plan are estimated as of the grant date using the Black-Scholes option valuation model, which is affected by its expected dividend yield, expected term and the expected share price volatility of its common shares over the expected term. No dividend rates are used in the calculation as these are not applicable to the Company. Forfeitures are recognized as incurred. Employee options are accounted for in accordance with the guidance set forth by ASC 718, Stock Based Compensation.

The fair value of stock appreciation rights is estimated at the grant date using the geometric Brownian motion model. This process has been widely used to model stock prices and is the underpinning of the Black-Scholes option pricing model and other extensions of the Random Walk Hypothesis of stock price movements and the Efficient Market Hypothesis. The stock appreciation rights were accounted for as equity classified awards and were cancelled as of December 31, 2024.

Income Taxes— The Company accounts for income taxes under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enacted date.

A valuation allowance is recorded when it is more-likely-than-not some of the deferred tax assets may not be realized. Significant judgment is applied when assessing the need for a valuation allowance and the Company considers all available positive and negative evidence, including future taxable income, reversals of existing deferred tax assets and liabilities and ongoing prudent and feasible tax planning strategies in making such assessment. Should a change in circumstances lead to a change in judgment regarding the utilization of deferred tax assets in future years, the Company will adjust the related valuation allowance in the period such change in circumstances occurs.

For acquired business entities, if the Company identifies changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they relate to new information obtained about facts and circumstances existing as of the acquisition date, those changes are considered a measurement period adjustment and the offset is recorded to goodwill.

The Company records uncertain tax positions on the basis of the two-step process in which (i) it determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50.0% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined that there are no uncertain tax positions as of December 31, 2024 and 2023. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense.
v3.25.0.1
Summary of New Accounting Pronouncements
 12 Months Ended
Dec. 31, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Summary of New Accounting Pronouncements

3. SUMMARY OF NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

ASU 2023-07 —In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 was effective for the Company’s fiscal year beginning January 1, 2024 and required the use of a retrospective approach to all periods presented. The Company adopted the standard on January 1, 2024, and plans to adopt the standard for interim periods beginning January 1, 2025. The Company determined that such an adoption will not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU 2024-03 —In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). ASU 2024-03 is effective for the Company's fiscal year beginning January 1, 2027 and interim periods within fiscal years beginning after December 15, 2027, and allows the use of a prospective or retrospective approach. The Company plans to adopt the standard on January 1, 2027 and is currently evaluating the impact of the adoption of the standard on its consolidated financial statements.

ASU 2023-05 —In August 2023, the FASB issued ASU 2023-05 Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, under which an entity that qualifies as either a joint venture or a corporate joint venture is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture must initially measure its

assets and liabilities at fair value on the formation date. The amendments in ASU 2023-05 are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on its consolidated financial statements.

ASU 2023-09 —In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company beginning January 1, 2025 and allows the use of a prospective or retrospective approach. The Company is currently evaluating the impact of the adoption of the standard on its consolidated financial statements.
v3.25.0.1
Revenues and Accounts Receivable
 12 Months Ended
Dec. 31, 2024
Revenues And Accounts Receivable [Abstract]  
Revenues and Accounts Receivable

4. REVENUES AND ACCOUNTS RECEIVABLE

The Company’s main revenue sources derive from the following revenue streams:

Assessment, Permitting and Response Revenues are generated from multidisciplinary environmental consulting services. The majority of the contracts are fixed-price or time-and-material based.

Measurement and Analysis Revenues are generated from emissions sampling, testing and reporting services, leak detection services, ambient air monitoring services and laboratory testing services. The majority of the contracts are fixed-price or time-and-materials based.

Remediation and Reuse Revenues are generated from engineering, design, implementation and operating and maintenance (O&M) services primarily to treat contaminated water, remove contaminants from soil or create renewable energy from waste. Engineering, design and implementation contracts are predominantly fixed-fee and time-and-materials based. Services on the majority of O&M contracts are provided under long-term fixed-fee contracts.

Disaggregation of Revenue—The Company disaggregates revenue by its operating segments and geographic location. The Company believes disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated revenue disclosures are provided in Note 19.

Contract Balances

The Company presents contract balances for unbilled receivables (contract assets), as well as customer advances, deposits and deferred revenue (contract liabilities) within contract assets and accounts payable and other accrued expenses, respectively, on the consolidated statements of financial position. Amounts are generally billed at periodic intervals (e.g. weekly, bi-weekly or monthly) as work progresses in accordance with agreed-upon contractual terms. The Company utilizes the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component for the arrangements in which the period between when the Company transfers services to a customer and when the customer pays for those services is one year or less. Amounts recorded as unbilled receivables are generally for services the Company is not entitled to bill based on the passage of time. Under certain contracts, billing occurs subsequent to revenue recognition, resulting in contract assets. The Company sometimes receives advances or deposits from customers before revenue is recognized, resulting in contract liabilities.

The following table presents the Company’s contract balances as of December 31:

 

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Contract assets

 

$

52,091

 

 

$

51,629

 

Contract liabilities

 

 

9,297

 

 

 

8,132

 

 

Contract assets acquired through business acquisitions amounted to $2.6 million and $2.2 million as of December 31, 2024 and 2023, respectively. No contract liabilities were acquired through business acquisitions as of both December 31, 2024 and 2023.

Revenue recognized during the year ended December 31, 2024, included in the contract liability balance at the beginning of the year was $5.1 million. The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business.

Remaining Unsatisfied Performance Obligations

Remaining unsatisfied performance obligations represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of remaining unsatisfied performance obligations increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of remaining unsatisfied performance obligations when an enforceable agreement has been reached. As of December 31, 2024 and 2023, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $77.3 million and $81.9 million, respectively. As of December 31, 2024, the Company expected to recognize approximately 71% of this amount as revenue within a year, and the remaining 29% to be recognized as revenue beyond one year.

Accounts Receivable, Net

Accounts receivable, net consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accounts receivable, invoiced

 

$

160,976

 

 

$

115,084

 

Allowance for doubtful accounts

 

 

(2,093

)

 

 

(2,724

)

Accounts receivable, net

 

$

158,883

 

 

$

112,360

 

The Company did not have any customers that exceeded 10.0% of its gross receivables as of December 31, 2024 and 2023. The Company did not have any customers that exceeded 10.0% of revenues as of December 31, 2024 and had a customer who accounted for approximately 10.0%, and 14.4% of revenue for the years ended December 31, 2023 and 2022, respectively.

The Company performs ongoing credit evaluations and based on past collection experience, the Company believes that the receivable balances from these largest customers do not represent a significant credit risk.

The allowance for doubtful accounts consisted of the following:

 

 

 

Beginning
Balance

 

 

Bad Debt
Expense
(Recovery)

 

 

Charged to
Allowance

 

 

Ending
Balance

 

  Year ended December 31, 2024

 

$

2,724

 

 

$

(146

)

 

$

(485

)

 

$

2,093

 

  Year ended December 31, 2023

 

 

1,915

 

 

 

3,142

 

 (1)

 

(2,333

)

 (1)

 

2,724

 

  Year ended December 31, 2022

 

 

4,581

 

 

 

(1,097

)

 

 

(1,569

)

 

 

1,915

 
(1)
Amount includes $2.2 million of current expected losses on the Discontinued Specialty Lab promissory note receivable as described in Note 8.
v3.25.0.1
Prepaid and Other Current Assets
 12 Months Ended
Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid and Other Current Assets

5. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Deposits

 

$

1,073

 

 

$

1,764

 

Prepaid expenses

 

 

10,223

 

 

 

8,085

 

Supplies

 

 

2,794

 

 

 

3,819

 

Prepaid and other current assets

 

$

14,090

 

 

$

13,668

 
v3.25.0.1
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

6. PROPERTY AND EQUIPMENT, NET

Property and equipment are stated at cost or estimated fair value for assets acquired through business combinations. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term, including options that are deemed to be reasonably assured, or the estimated useful life of the improvement.

Property and equipment, net consisted of the following:

 

 

Estimated Useful Life

 

December 31, 2024

 

 

December 31, 2023

 

Lab and test equipment

7 years

 

$

24,421

 

 

$

20,341

 

Vehicles

5 years

 

 

6,360

 

 

 

6,033

 

Equipment

3-7 years

 

 

60,763

 

 

 

50,387

 

Furniture and fixtures

7 years

 

 

3,221

 

 

 

2,963

 

Leasehold improvements

7 years

 

 

14,029

 

 

 

10,808

 

Aircraft

10-20 years

 

 

12,386

 

 

 

12,312

 

Building

39 years

 

 

5,763

 

 

 

5,748

 

 

 

 

126,943

 

 

 

108,592

 

Land

 

 

 

1,089

 

 

 

1,089

 

Construction in progress

 

 

 

3,993

 

 

 

3,956

 

Less: Accumulated depreciation

 

 

 

(68,249

)

 

 

(56,812

)

Total property and equipment—net

 

 

$

63,776

 

 

$

56,825

 

Total depreciation expense for property and equipment, net included on the consolidated statements of operations was $12.0 million, $10.3 million and $7.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.
v3.25.0.1
Leases
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases

7. LEASES

Leases are classified as either finance or operating leases based on criteria in ASC 842. The Company has finance leases for its vehicle and equipment leases and operating leases for its real estate space and office equipment leases. The Company’s operating and finance leases generally have original lease terms between 1 year and 15 years, and in some instances include one or more options to renew. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company currently considers some of its renewal options to be reasonably certain to be exercised. Some leases also include early termination options, which can be exercised under specific conditions. The Company does not have material residual value guarantees or restrictive covenants associated with its leases.

Finance and operating lease assets represent the right to use an underlying asset for the lease term, and finance and operating lease liabilities represent the obligation to make lease payments arising from the lease.

The Company calculates the present value of its finance and operating leases using an estimated incremental borrowing rate (IBR), which requires judgment. For real estate operating leases, the Company estimates the IBR based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and

maturity dates commensurate with the terms of the lease. For all other leases, the Company estimates the IBR based on the stated interest rate on the contract. Since many of the inputs used to calculate the rate implicit in the leases are not readily determinable from the lessee’s perspective, the Company does not use the implicit interest rate.

Certain leases contain variable payments, these payments are expensed as incurred and not included in the Company’s operating lease right-of-use (ROU) assets and operating lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes, and insurance and are excluded from the present value of the Company’s lease obligations.

The Company does not record operating lease right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. The Company also combines lease and non-lease components on all new or modified operating leases into a single lease component for all classes of assets.

When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.

The components of lease expense were as follows:

 

 

 

 

 

For the Twelve Months Ended December 31,

 

 

 

Statement of Operations Location

 

2024

 

 

2023

 

Operating lease cost

 

 

 

 

 

 

 

 

Lease cost

 

Selling, general and administrative expense

 

$

13,667

 

 

$

11,663

 

Variable lease cost

 

Selling, general and administrative expense

 

 

2,217

 

 

 

1,313

 

Lease termination gain-net(1)

 

Selling, general and administrative expense

 

 

—

 

 

 

(737

)

Total operating lease cost

 

 

 

$

15,884

 

 

$

12,239

 

 

 

 

 

 

 

 

 

Finance lease cost

 

 

 

 

 

 

 

 

Amortization of ROU assets

 

Depreciation and amortization

 

$

5,814

 

 

$

5,351

 

Interest on lease liabilities

 

Interest expense, net

 

 

611

 

 

 

655

 

Total finance lease cost

 

 

 

$

6,425

 

 

$

6,006

 

Total lease cost

 

 

 

$

22,309

 

 

$

18,245

 

 

(1)
During the year ended December 31, 2023, the Company became responsible for a lease surrender liability of $8.3 million as a result of terminating one of its newly acquired businesses' lease agreements. The lease surrender fee is payable in equal installments beginning on February 28, 2024, through December 31, 2031. The present value of the current and long term portion of the surrender fee liability of $0.5 million and $5.4 million, on a discounted basis, is included in accounts payable and other accrued liabilities and other non-current liabilities, respectively, on the consolidated statements of financial position. Upon the termination of the lease, the Company wrote off the related $2.3 million and $8.9 million, ROU asset and lease liability, respectively, and recorded a gain of $0.7 million, net of the surrender fee, within selling, general and administrative expense on the consolidated statements of operations. The outstanding lease surrender liability balance as of December 31, 2024 is $4.8 million.

Supplemental cash flows information related to leases was as follows:

 

 

 

For the Twelve Months Ended December 31,

 

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows used in operating leases

 

$

13,202

 

 

$

11,931

 

Operating cash flows used for interest related to finance leases

 

 

661

 

 

 

655

 

Financing cash flows used in finance leases

 

 

5,489

 

 

 

5,797

 

Lease liabilities arising from new ROU assets:

 

 

 

 

 

 

Operating leases

 

 

20,951

 

 

 

31,459

 

Finance leases

 

 

8,841

 

 

 

7,636

 

Weighted average remaining lease terms and weighted average discount rates were:

 

 

 

December 31, 2024

 

 

 

Operating Leases

 

 

Finance Leases

 

Weighted average remaining lease term (years)

 

 

4.6

 

 

 

3.7

 

Weighted average discount rate

 

 

4.8

%

 

 

6.7

%

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

 

Operating Leases

 

 

Finance Leases

 

Weighted average remaining lease term (years)

 

 

4.4

 

 

 

3.5

 

Weighted average discount rate

 

 

4.2

%

 

 

6.3

%

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year:

 

 

Operating Leases

 

 

Finance Leases

 

2025

 

$

13,067

 

 

$

5,736

 

2026

 

 

10,827

 

 

 

4,823

 

2027

 

 

7,843

 

 

 

3,801

 

2028

 

 

6,239

 

 

 

2,525

 

2029

 

 

4,889

 

 

 

1,265

 

2030 and thereafter

 

 

4,397

 

 

 

—

 

Total undiscounted future minimum lease payments

 

$

47,262

 

 

$

18,150

 

Less imputed interest

 

 

(5,037

)

 

 

(2,063

)

Total discounted future minimum lease payments

 

$

42,225

 

 

$

16,087

 
v3.25.0.1
Business Acquisitions and Dispositions
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Business Acquisitions and Dispositions

8. BUSINESS ACQUISITIONS AND DISPOSITIONS

In line with the Company’s strategic growth initiatives, the Company acquired a number of businesses during the years ended December 31, 2024, 2023 and 2022. The results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. All acquisitions resulted in the recognition of goodwill. The Company paid these premiums resulting in such goodwill for a number of reasons, including expected synergies from combining operations of the acquiree and the Company while also growing the Company’s customer base, acquiring assembled workforces, expanding its presence in certain markets and expanding and advancing its product and service offerings. The Company recorded the assets acquired and liabilities assumed at their acquisition date fair value, with the difference between the fair value of the net assets acquired and the acquisition consideration reflected as goodwill.

The identifiable intangible assets for acquisitions are valued using the excess earnings method discounted cash flow approach for customer relationships, the relief from royalty method for trade names, external proprietary software and developed technology, the “with and without” method for covenants not to compete and the replacement cost method for the internal proprietary software by incorporating Level 3 inputs as described under the fair value hierarchy of ASC 820. These unobservable inputs reflect the Company’s own assumptions about which assumptions market participants would use in pricing an asset on a non-recurring basis. These assets will be amortized over their respective estimated useful lives.

Other purchase price obligations (primarily deferred purchase price liabilities and target working capital liabilities or receivables) are included on the consolidated statements of financial position in accounts payable and other accrued liabilities, other non-current liabilities or accounts receivable, net in the case of working capital deficits. Contingent consideration outstanding from acquisitions are included on the consolidated statements of financial position in business acquisition contingent consideration, current or in business acquisitions contingent consideration, long-term. The contingent consideration elements of the purchase price of the acquisitions are 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 Company considers several factors when determining whether or not contingent consideration liabilities are part of the purchase price, including the following: (i) the valuation of its acquisitions is not supported solely by the initial consideration paid, (ii) the former stockholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (iii) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration at each reporting period.

The Company may be required to make up to $57.6 million in aggregate earn-out payments between the years 2025 and 2026, of which up to $22.1 million may be paid only in cash, up to $13.6 million may be paid only in common stock and up to $21.9 million may be paid, at the Company's option, in cash or common stock.

Transaction costs related to business combinations totaled $7.8 million, $6.9 million and $1.9 million for the years ended December 31, 2024, 2023, and 2022, respectively. These costs are expensed within selling, general and administrative expense in the accompanying consolidated statements of operations.

The weighted average useful lives of identifiable intangible assets by major intangible asset class acquired during 2024, 2023 and 2022 is as follows:

 

 

2024

 

 

2023

 

 

2022

 

Customer relationships

 

8.2

 

 

 

9.4

 

 

 

7.4

 

Covenants not to compete

 

5.0

 

 

 

4.9

 

 

 

4.1

 

Trade names

 

2.0

 

 

 

1.8

 

 

 

1.9

 

Proprietary software

 

—

 

 

 

3.0

 

 

 

—

 

Total

 

5.3

 

 

 

4.7

 

 

 

4.0

 

 

2024 Acquisitions

Epic Environmental Pty LTD (EPIC)—In January 2024, the Company completed the acquisition of EPIC by acquiring 100% of its common stock. EPIC is an environmental consultancy, based in Brisbane, Australia, and serving clients across Australia.

Two Dot Consulting, LLC (2DOT)—In February 2024, the Company completed the acquisition of 2DOT by acquiring 100% of its membership interests. 2DOT is a leading environmental consultancy in the Rocky Mountain and adjacent regions, and is based in Denver, Colorado.

Engineering & Technical Associates, Inc. (ETA)—In April 2024, the Company acquired substantially all of the assets of ETA. ETA is a niche consulting firm focusing on providing process safety management, process hazardous analysis, and other safety-focused services to industrial clients throughout the United States.

Paragon Soil and Environmental Consulting Inc. (Paragon)—In May 2024, the Company completed the acquisition of Paragon by acquiring 100% of its ownership and interest. Paragon is an environmental consulting firm that provides services for clients across western Canada.

Spirit Environmental, LLC. (Spirit)—In July 2024, the Company completed the acquisition of Spirit by acquiring 100% of its membership interests. Spirit is a leading environmental consultant specializing in air permitting and compliance services across the central U.S. Spirit is based in Houston, Texas.

Origins Laboratory, Inc. (Origins)—In September 2024, the Company acquired substantially all of the assets of Origins. Origins is an accredited environmental analytical testing laboratory based in Denver, Colorado.

The upfront cash payment made to acquire the acquisitions completed during 2024 was funded through cash on hand and borrowings under our revolving credit facility. The other purchase price components mainly consist of deferred purchase price liabilities and working capital amounts.

Preliminarily, goodwill associated with these acquisitions except for EPIC are deductible for income tax purposes.

EPIC, 2DOT, and Paragon are included in the Remediation and Reuse segment, ETA and Spirit are included in the Assessment, Permitting and Response segment, and Origins is included in the Measurements and Analysis segment.

The following table summarizes the elements of the purchase price of the acquisitions completed during 2024:

 

 

 

Cash

 

 

Common Stock

 

 

Other Purchase Price Components

 

 

Contingent Consideration

 

 

Total Purchase Price

 

EPIC

 

$

19,914

 

 

$

4,748

 

 

$

587

 

 

$

11,113

 

 

$

36,362

 

2DOT

 

 

39,393

 

 

 

1,832

 

 

 

(704

)

 

 

—

 

 

 

40,521

 

ETA

 

 

1,600

 

 

 

—

 

 

 

400

 

 

 

—

 

 

 

2,000

 

Paragon

 

 

10,773

 

 

 

2,691

 

 

 

125

 

 

 

—

 

 

 

13,589

 

Spirit

 

 

16,027

 

 

 

1,441

 

 

 

(408

)

 

 

8,760

 

 

 

25,820

 

Origins

 

 

27,414

 

 

 

—

 

 

 

—

 

 

 

8,000

 

 

 

35,414

 

Total

 

$

115,121

 

 

$

10,712

 

 

$

—

 

 

$

27,873

 

 

$

153,706

 

 

The preliminary purchase price attributable to the 2024 acquisitions was allocated as follows:

 

 

 

EPIC

 

 

2DOT

 

 

ETA

 

 

Paragon

 

 

Spirit

 

 

Origins

 

 

Total(1)

 

Cash

 

$

1,045

 

 

$

143

 

 

$

—

 

 

$

242

 

 

$

605

 

 

$

—

 

 

$

2,035

 

Accounts receivable and contract assets

 

 

1,772

 

 

 

740

 

 

 

—

 

 

 

3,188

 

 

 

2,393

 

 

 

—

 

 

 

8,093

 

Other current assets

 

 

78

 

 

 

—

 

 

 

—

 

 

 

85

 

 

 

119

 

 

 

—

 

 

 

282

 

Current assets

 

$

2,895

 

 

$

883

 

 

$

—

 

 

$

3,515

 

 

$

3,117

 

 

$

—

 

 

$

10,410

 

Property and equipment

 

 

43

 

 

 

—

 

 

 

—

 

 

 

341

 

 

 

145

 

 

 

1,787

 

 

 

2,316

 

Operating lease right-of-use asset

 

 

280

 

 

 

301

 

 

 

—

 

 

 

1,798

 

 

 

693

 

 

 

552

 

 

 

3,624

 

Customer relationships

 

 

12,053

 

 

 

9,521

 

 

 

—

 

 

 

4,209

 

 

 

4,090

 

 

 

7,305

 

 

 

37,178

 

Trade names

 

 

523

 

 

 

200

 

 

 

—

 

 

 

350

 

 

 

280

 

 

 

332

 

 

 

1,685

 

Covenants not to compete

 

 

1,817

 

 

 

2,940

 

 

 

—

 

 

 

45

 

 

 

700

 

 

 

87

 

 

 

5,589

 

Goodwill

 

 

25,102

 

 

 

27,273

 

 

 

2,000

 

 

 

6,444

 

 

 

18,285

 

 

 

25,903

 

 

 

105,007

 

Total assets

 

$

42,713

 

 

$

41,118

 

 

$

2,000

 

 

$

16,702

 

 

$

27,310

 

 

$

35,966

 

 

$

165,809

 

Current liabilities

 

 

1,994

 

 

 

404

 

 

 

—

 

 

 

1,572

 

 

 

1,490

 

 

 

—

 

 

 

5,460

 

Deferred tax liability

 

 

4,214

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,214

 

Operating lease liability—net of current portion

 

 

—

 

 

 

193

 

 

 

—

 

 

 

1,513

 

 

 

—

 

 

 

552

 

 

 

2,258

 

Other non-current liabilities

 

 

143

 

 

 

—

 

 

 

—

 

 

 

28

 

 

 

—

 

 

 

—

 

 

 

171

 

Total liabilities

 

$

6,351

 

 

$

597

 

 

$

—

 

 

$

3,113

 

 

$

1,490

 

 

$

552

 

 

$

12,103

 

Purchase price

 

$

36,362

 

 

$

40,521

 

 

$

2,000

 

 

$

13,589

 

 

$

25,820

 

 

$

35,414

 

 

$

153,706

 

 

(1)
The Company is continuing to obtain information to complete the valuation of certain of these acquisitions' assets and liabilities.

For the acquisitions completed during the year ended December 31, 2024, the results of operations since the acquisition dates have been combined with those of the Company. The Company’s consolidated statement of operations for the year ended December 31, 2024 includes revenue and pre-tax income of $44.6 million and $8.5 million, respectively, related to these acquisitions.

2023 Acquisitions

Frontier Analytical Laboratories (Frontier) —In January 2023, the Company completed the acquisition of Frontier by acquiring certain of its assets and operations. Frontier is a specialized environmental laboratory based in El Dorado Hills, CA.

Environmental Alliance, Inc. (EAI)—In February 2023, the Company completed the acquisition of EAI by acquiring 100.0% of its common stock. EAI provides environmental remediation and consulting services, and is based in Wilmington, DE.

GreenPath Energy LTD (GreenPath) —In May 2023, the Company completed the acquisition of GreenPath by acquiring 100.0% of its common stock. GreenPath is a leading optical gas imaging and leak detection and management services firm and is based in Calgary, Canada.

Matrix Solutions, Inc. (Matrix) —In June 2023, the Company completed the acquisition of Matrix by acquiring 100.0% of its common stock. Matrix is one of Canada’s leading environmental consulting and engineering companies and is based in Calgary, Canada.

Vandrensning ApS. (Vandrensning) —In July 2023, the Company completed the acquisition of Vandrensning by acquiring 100.0% of its common stock. Vandrensning, based outside Copenhagen, Denmark, specializes in water treatment solutions.

The upfront cash payment made to acquire all of the 2023 acquisitions was funded through cash on hand. The other purchase price components mainly consisted of deferred purchase price liabilities and working capital amounts.

Goodwill associated with the Frontier acquisition is deductible for income tax purposes.

Frontier and GreenPath are included in Measurement and Analysis segment. EAI, Matrix and Vandrensning are included in Remediation and Reuse segment.

The following table summarizes the elements of the purchase price of the acquisitions completed during 2023:

 

 

Cash

 

 

Common
Stock

 

 

Other
Purchase
Price
Components

 

 

Contingent
Consideration

 

 

Total
Purchase
Price

 

2023 Acquisitions

 

$

68,640

 

 

$

2,598

 

 

$

1,603

 

 

$

1,096

 

 

$

73,937

 

The final purchase price attributable to the 2023 acquisitions was allocated as follows:

 

 

2023 Acquisitions (As Initially Reported)

 

 

2024 Measurement Period Adjustments

 

 

2024 (Final Amount)

 

Cash

 

$

2,453

 

 

 

—

 

 

$

2,453

 

Accounts receivable and contract assets

 

 

19,174

 

 

 

—

 

 

 

19,174

 

Other current assets

 

 

2,185

 

 

 

—

 

 

 

2,185

 

Current assets

 

 

23,812

 

 

 

—

 

 

 

23,812

 

Property and equipment

 

 

3,936

 

 

 

—

 

 

 

3,936

 

Operating lease right-of-use asset

 

 

4,825

 

 

 

—

 

 

 

4,825

 

Customer relationships

 

 

19,962

 

 

 

—

 

 

 

19,962

 

Trade names

 

 

2,373

 

 

 

—

 

 

 

2,373

 

Covenants not to compete

 

 

2,708

 

 

 

—

 

 

 

2,708

 

Other intangible assets

 

 

444

 

 

 

—

 

 

 

444

 

Goodwill

 

 

40,786

 

 

 

(866

)

 

 

39,920

 

Total assets

 

 

98,846

 

 

 

(866

)

 

 

97,980

 

Current liabilities

 

 

11,557

 

 

 

—

 

 

 

11,557

 

Operating lease liability—net of current portion

 

 

10,357

 

 

 

—

 

 

 

10,357

 

Deferred tax liability

 

 

1,999

 

 

 

—

 

 

 

1,999

 

Other non-current liabilities

 

 

130

 

 

 

—

 

 

 

130

 

Total liabilities

 

 

24,043

 

 

 

—

 

 

 

24,043

 

Purchase price

 

$

74,803

 

 

$

(866

)

 

$

73,937

 

For the acquisitions completed during the year ended December 31, 2023, the results of operations since the acquisition dates have been combined with those of the Company. The Company’s consolidated statement of operations for the year ended December 31, 2023 includes revenue and pre-tax income of $69.1 million and $8.8 million, respectively, related to these acquisitions.

2022 Acquisitions

Environmental Standards, Inc. (Environmental Standards)—In January 2022, the Company completed the acquisition of Environmental Standards, Inc. by acquiring 100.0% of its common stock. Environmental Standards is a provider of environmental consulting and data validation services. Environmental Standards is based in Valley Forge, PA with satellite locations nationwide.

Industrial Automation Group, Inc. (IAG)—In January 2022, the Company completed the acquisition of Industrial Automation Group, Inc. by acquiring certain of its employees and a covenant not to compete. IAG provides

highly specialized engineering services which are additive to the Company’s water treatment and renewable energy technology implementations. IAG is based in Atlanta, GA.

TriAD Environmental Consultants, Inc. (TriAD)—In August 2022, the Company completed the acquisition of TriAD Environmental Consultants, Inc. by acquiring 100.0% of its common stock. TriAD is a provider of environmental consulting services. TriAD is based in Nashville, TN.

AirKinetics, Inc. (AirKinetics)—In September 2022, the Company completed the acquisition of AirKinetics, Inc. by acquiring 100.0% of its common stock. AirKinetics is a provider of emissions testing services. AirKinetics is based in Anaheim, CA.

Huco Consulting, Inc. (Huco)—In November 2022, the Company completed the acquisition of Huco Consulting, Inc. by acquiring 100.0% of its common stock. Huco primarily specializes in the implementation of environment, health and safety software for industrial, commercial and government clients. Huco is based in Houston, TX.

The upfront cash payment made to acquire all of the 2022 acquisitions was funded through cash on hand. The other purchase price components of the Environmental Standards purchase price consisted of a surplus working capital amount and other deferred liabilities. The other purchase price components of all the other 2022 acquisitions mainly consisted of working capital amounts.

Goodwill associated with all of these acquisitions was deductible for income tax purposes.

Environmental Standards and Huco are included in the Company’s Assessment, Permitting and Response segment, IAG and TriAD are included in the Remediation and Reuse segment and AirKinetics is included in the Measurement and Analysis segment.

The following table summarizes the elements of the purchase price of the acquisitions completed during 2022:

 

 

Cash

 

 

Other
Purchase
Price
Components

 

 

Other
Purchase
Price
Components
Long Term

 

 

Contingent
Consideration

 

 

Total
Purchase
Price

 

Environmental Standards

 

$

14,473

 

 

$

544

 

 

$

—

 

 

$

1,166

 

 

$

16,183

 

All other 2022 acquisitions

 

 

15,271

 

 

 

1,134

 

(1)

 

—

 

 

 

1,500

 

 

 

17,905

 

   Total

 

$

29,744

 

 

$

1,678

 

 

$

—

 

 

$

2,666

 

 

$

34,088

 

___________________________

(1)
Amounts do not consider measurement period adjustments of $0.2 million recorded during 2023. See column "All Other 2022 Acquisitions Measurement Period Adjustments during 2023" in table below for further details.

The final purchase price attributable to the 2022 acquisitions was allocated as follows:

 

 

Environmental Standards

 

 

All Other 2022 Acquisitions
(As Initially Reported)

 

 

All Other 2022 Acquisitions Measurement Period Adjustments during 2023

 

 

All Other 2022 Acquisitions
(As Adjusted)

 

 

Total

 

Cash

 

$

295

 

 

$

824

 

 

$

—

 

 

$

824

 

 

$

1,119

 

Accounts receivable and contract assets

 

 

5,200

 

 

 

2,646

 

 

 

—

 

 

 

2,646

 

 

 

7,846

 

Other current assets

 

 

456

 

 

 

116

 

 

 

—

 

 

 

116

 

 

 

572

 

Current assets

 

 

5,951

 

 

 

3,586

 

 

 

—

 

 

 

3,586

 

 

 

9,537

 

Property and equipment

 

 

168

 

 

 

15

 

 

 

—

 

 

 

15

 

 

 

183

 

Operating lease right-of-use asset—net

 

 

2,895

 

 

 

215

 

 

 

—

 

 

 

215

 

 

 

3,110

 

Customer relationships

 

 

5,807

 

 

 

5,812

 

 

 

—

 

 

 

5,812

 

 

 

11,619

 

Trade names

 

 

1,010

 

 

 

639

 

 

 

—

 

 

 

639

 

 

 

1,649

 

Covenants not to compete

 

 

269

 

 

 

650

 

 

 

—

 

 

 

650

 

 

 

919

 

Goodwill

 

 

4,131

 

 

 

8,412

 

 

 

(159

)

 

 

8,253

 

 

 

12,384

 

Total assets

 

 

20,231

 

 

 

19,329

 

 

 

(159

)

 

 

19,170

 

 

 

39,401

 

Current liabilities

 

 

1,720

 

 

 

1,314

 

 

 

—

 

 

 

1,314

 

 

 

3,034

 

Operating lease liability—net of current portion

 

 

2,328

 

 

 

110

 

 

 

—

 

 

 

110

 

 

 

2,438

 

Total liabilities

 

 

4,048

 

 

 

1,424

 

 

 

—

 

 

 

1,424

 

 

 

5,472

 

Purchase price

 

$

16,183

 

 

$

17,905

 

 

$

(159

)

 

$

17,746

 

 

$

33,929

 

For the acquisitions completed during the year ended December 31, 2022, the results of operations since the acquisition dates have been combined with those of the Company. The Company’s consolidated statement of operations for the year ended December 31, 2022 includes revenue and pre-tax income of $20.2 million and $2.9 million, respectively, related to these acquisitions.

Supplemental Unaudited Pro-Forma—The unaudited consolidated financial information summarized in the following table gives effect to the 2024, 2023, and 2022 acquisitions assuming they occurred on January 1, 2022. These unaudited consolidated pro forma operating results include results from certain acquired companies that have not been audited and whose accounting policies prior to acquisition may differ from those of the Company. As a result, these unaudited consolidated pro forma operating results may not be comparable to revenues and earnings had these consolidated pro forma results been audited and consistent accounting policies applied. 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, 2022, nor does the information project results for any future period.

 

 

 

For the Twelve Months Ended December 31,

 

 

 

As reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

2024

 

 

 

 

 

 

 

 

 

Revenues

 

$

696,395

 

 

$

24,559

 

 

$

720,954

 

Net (loss) income

 

$

(62,314

)

 

$

9,413

 

 

$

(52,901

)

2023

 

 

 

 

 

 

 

 

 

Revenues

 

$

624,208

 

 

$

65,798

 

 

$

690,006

 

Net (loss) income

 

$

(30,859

)

 

$

8,110

 

 

$

(22,749

)

2022

 

 

 

 

 

 

 

 

 

Revenues

 

$

544,416

 

 

$

136,133

 

 

$

680,549

 

Net (loss) income

 

$

(31,819

)

 

$

8,338

 

 

$

(23,481

)

 

Disposition

During the first quarter of 2023, the Company determined to discontinue one of its non-core specialty service lines within the lab testing business (Discontinued Specialty Lab). On December 29, 2023, the Company sold the assets of the Discontinued Specialty Lab for a total sales price of $4.8 million, of which $0.5 million was received in cash and $4.3 million was issued as a promissory note receivable. The Company recorded a gain on the sale of $1.8 million, which is included in selling, general and administrative expense on the consolidated statements of operations and comprehensive loss. The promissory note receivable is subject to an annual 9.0% interest rate and will be repaid to the Company in 60 monthly installments with the remaining balance payable in full on December 29, 2028. Further, due to the buyers' limited credit history, the Company recorded a current expected loss of $2.2 million, which is included as part of selling, general, and administrative expense on the consolidated statements of operations and comprehensive loss. The $2.1 million promissory note receivable, net of current expected losses, is included in other assets on the consolidated statement of financial position and principal repayments are expected to commence in July 2025. Additionally, the Company received $1.0 million as a security deposit for office space subleased to the buyer. Such security deposit has been placed in a separate interest-bearing account (strictly for the benefit of the buyer) and is included in other non-current liabilities on the consolidated statement of financial position. The security deposit will be released to the buyer in 2028 upon termination of the lease term. The Discontinued Specialty Lab performance was sporadic and its service offering was non-core to the Company’s business. The discontinuation of this specialty service line, which was part of the Company's Measurement and Analysis segment, did not represent a strategic shift that had a major effect on the Company’s operations and financial results, therefore it did not meet the requirements to be classified as discontinued operations.

v3.25.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

9. GOODWILL AND INTANGIBLE ASSETS

Amounts related to goodwill are as follows:

 

 

 

Assessment, Permitting and Response

 

 

Measurement and Analysis

 

 

Remediation and Reuse

 

 

Total

 

Balance as of December 31, 2023

 

$

184,946

 

 

$

93,890

 

 

$

85,613

 

 

$

364,449

 

Goodwill acquired during the period

 

 

20,285

 

 

 

25,903

 

 

 

58,819

 

 

 

105,007

 

Other changes in carrying amounts during the period

 

 

—

 

 

 

(933

)

 

 

(734

)

 

 

(1,667

)

Balance as of December 31, 2024

 

$

205,231

 

 

$

118,860

 

 

$

143,698

 

 

$

467,789

 

 

Amounts related to finite-lived intangible assets are as follows:

 

December 31, 2024

 

Estimated Useful Life

 

Gross Balance

 

 

Accumulated Amortization

 

 

Total Intangible Assets—Net

 

Customer relationships

 

2-15 years

 

$

264,477

 

 

$

138,787

 

 

$

125,690

 

Covenants not to compete

 

4-5 years

 

 

41,758

 

 

 

33,898

 

 

 

7,860

 

Trade names

 

1-5 years

 

 

25,939

 

 

 

23,375

 

 

 

2,564

 

Proprietary software

 

3-5 years

 

 

28,428

 

 

 

23,489

 

 

 

4,939

 

Patent

 

16 years

 

 

17,479

 

 

 

5,776

 

 

 

11,703

 

Total other intangible assets, net

 

 

 

$

378,081

 

 

$

225,325

 

 

$

152,756

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Estimated Useful Life

 

Gross Balance

 

 

Accumulated Amortization

 

 

Total Intangible Assets—Net

 

Customer relationships

 

2-15 years

 

$

227,986

 

 

$

116,226

 

 

$

111,760

 

Covenants not to compete

 

4-5 years

 

 

36,250

 

 

 

30,889

 

 

 

5,361

 

Trade names

 

1-5 years

 

 

24,434

 

 

 

20,719

 

 

 

3,714

 

Proprietary software

 

3-5 years

 

 

26,486

 

 

 

19,309

 

 

 

7,177

 

Patent

 

16 years

 

 

17,479

 

 

 

4,678

 

 

 

12,801

 

Total other intangible assets, net

 

 

 

$

332,635

 

 

$

191,821

 

 

$

140,813

 

Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. These intangible assets are amortized using the straight-line method over the estimated useful lives of the assets.

Amortization expense for the years ended December 31, 2024, 2023, and 2022 was $34.9 million, $30.1 million and $36.1 million, respectively.

Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31:

 

December 31,

 

 

 

2025

 

$

29,851

 

2026

 

 

24,617

 

2027

 

 

23,504

 

2028

 

 

17,790

 

2029

 

 

12,424

 

Thereafter

 

 

44,570

 

Total

 

$

152,756

 
v3.25.0.1
Accounts Payable and Other Accrued Liabilities
 12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Accounts Payable and Other Accrued Liabilities

10. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

Accounts payable and other accrued liabilities consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accounts payable

 

$

33,424

 

 

$

31,053

 

Accrued expenses

 

 

16,190

 

 

 

16,059

 

Other business acquisitions purchase price obligations

 

 

568

 

 

 

1,022

 

Contract liabilities

 

 

9,297

 

 

 

8,132

 

Other current liabilities

 

 

4,225

 

 

 

3,654

 

Total accounts payable and other accrued liabilities

 

$

63,704

 

 

$

59,920

 
v3.25.0.1
Accrued Payroll and Benefits
 12 Months Ended
Dec. 31, 2024
Statement of Financial Position [Abstract]  
Accrued Payroll and Benefits

11. ACCRUED PAYROLL AND BENEFITS

Accrued payroll and benefits consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accrued bonuses

 

$

14,433

 

 

$

18,453

 

Accrued paid time off

 

 

4,214

 

 

 

1,316

 

Accrued payroll

 

 

11,969

 

 

 

11,814

 

Accrued other

 

 

3,632

 

 

 

3,077

 

Total accrued payroll and benefits

 

$

34,248

 

 

$

34,660

 
v3.25.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

12. INCOME TAXES

The following is a geographical breakdown of income before the provision for (loss) income taxes as of December 31:

 

 

 

2024

 

 

2023

 

 

2022

 

Pre-tax (loss) income:

 

 

 

 

 

 

 

 

 

Federal

 

$

(54,860

)

 

$

(35,111

)

 

$

(27,991

)

Foreign

 

 

542

 

 

 

3,272

 

 

 

(1,578

)

Total

 

 

(54,318

)

 

 

(31,839

)

 

 

(29,569

)

Income tax expense (benefit) for the years ended December 31, is comprised of the following:

 

 

 

2024

 

 

2023

 

 

2022

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

244

 

 

$

—

 

 

$

—

 

State

 

 

817

 

 

 

1,840

 

 

 

664

 

Foreign

 

 

1,887

 

 

 

(1,131

)

 

 

58

 

Total

 

 

2,948

 

 

 

709

 

 

 

722

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

1,160

 

 

 

(438

)

 

 

517

 

State

 

 

1,850

 

 

 

(960

)

 

 

1,726

 

Foreign

 

 

2,038

 

 

 

(291

)

 

 

(715

)

Total

 

 

5,048

 

 

 

(1,689

)

 

 

1,528

 

Income tax expense (benefit)

 

$

7,996

 

 

$

(980

)

 

$

2,250

 

The Company’s deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities as of December 31, are as follows:

 

 

 

2024

 

 

2023

 

Deferred tax assets:

 

 

 

 

 

 

Net operating losses

 

$

14,021

 

 

$

14,200

 

Section 163(j) interest limitation

 

 

7,627

 

 

 

3,367

 

Equity compensation

 

 

7,669

 

 

 

7,665

 

Contingent consideration

 

 

9,007

 

 

 

10,294

 

ROU assets

 

 

14,986

 

 

 

11,529

 

Accrued compensation

 

 

4,117

 

 

 

4,961

 

Transaction costs

 

 

2,525

 

 

 

2,347

 

Section 174 Research & Experimental

 

 

1,312

 

 

 

740

 

Other

 

 

6,593

 

 

 

3,472

 

Total deferred tax asset

 

 

67,857

 

 

 

58,575

 

Deferred tax liabilities:

 

 

 

 

 

 

Intangible assets

 

 

(22,399

)

 

 

(15,005

)

Property and equipment

 

 

(13,944

)

 

 

(11,086

)

Lease liabilities

 

 

(15,274

)

 

 

(11,140

)

Interest rate swap

 

 

(402

)

 

 

(900

)

Other

 

 

(1,529

)

 

 

(2,479

)

Total deferred tax liability

 

 

(53,548

)

 

 

(40,610

)

Valuation allowance

 

 

(27,621

)

 

 

(24,029

)

Net deferred tax liability

 

$

(13,312

)

 

$

(6,064

)

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, is as follows:

 

 

 

2024

 

 

2023

 

 

2022

 

 

Expected tax at federal statutory rate

 

 

21.00

 

%

 

21.00

 

%

 

21.00

 

%

State tax net of federal benefit

 

 

2.80

 

 

 

(9.12

)

 

 

2.42

 

 

Non-deductible expenses

 

 

(1.37

)

 

 

(2.24

)

 

 

(0.34

)

 

Equity compensation

 

 

(2.80

)

 

 

(1.71

)

 

 

(16.95

)

 

Embedded derivatives

 

 

(0.47

)

 

 

4.47

 

 

 

(1.90

)

 

Transaction costs

 

 

(0.60

)

 

 

4.47

 

 

 

0.00

 

 

Foreign taxes

 

 

(0.33

)

 

 

0.97

 

 

 

0.05

 

 

Federal deferred tax adjustment

 

 

(19.52

)

 

 

(30.42

)

 

 

0.00

 

 

Change in valuation allowance

 

 

(7.36

)

 

 

19.23

 

 

 

(12.13

)

 

Global intangible low-taxed income

 

 

(2.60

)

 

 

(3.39

)

 

 

0.00

 

 

Federal tax return true-up

 

 

(3.81

)

 

 

—

 

 

 

—

 

 

Other

 

 

0.61

 

 

 

0.07

 

 

 

0.18

 

 

Effective income tax rate

 

 

(14.45

)

%

 

3.33

 

%

 

(7.67

)

%

The Company elected to account for the global intangible low-taxed income inclusion as a period cost.

The Company recorded a valuation allowance against its U.S., Germany, Belgium, Sweden, and Denmark net deferred tax assets as of December 31, 2024 realization of such assets is not more likely than not. Australia and Sweden were included as part of the valuation allowance as of December 31, 2023. The impact of indefinite lived deferred items was considered in recording such valuation allowance. The increase (decrease) in the Company’s valuation allowance was $3.5 million and $(6.5) million during the years ended December 31, 2024 and 2023, respectively.

The Company’s policy is to record any penalties or interest related to any unrecognized tax benefits as a component of the income tax provision. As of December 31, 2024, 2023, and 2022, the Company did not have any unrecognized tax benefits.

The Company makes U.S. Internal Revenue Code (IRC) Section 338 elections, to treat certain stock transactions as asset acquisitions. The Company makes such determination after a transaction has occurred and records preliminary anticipated ASC 740 impacts. Once finalized, any changes in anticipated treatment are accounted for upon filing of income tax returns and prior to relevant statutory deadlines (Note 8).

As of December 31, 2024, federal and state net operating loss carryforwards of approximately $45.3 million and $31.1 million, respectively, were available to offset future federal and state taxable income.

Federal net operating losses carry forward indefinitely while the Company’s state net operating loss carryforwards will begin to expire during various years, dependent on the jurisdiction.

The Company is subject to audit by federal and state tax authorities in the ordinary course of business. The Company’s federal income tax returns remain subject to examination for the 2021 taxable year through the current taxable year, except for certain prior taxable years with net operating loss carry forwards that will remain subject to examination until the expiration of the statute of limitations for the taxable years of utilization of such net operating losses. The Company files in multiple U.S. state jurisdictions which remain subject to examination for various years depending on such state jurisdiction. The Company is also subject to audit by tax authorities in Canada, Australia, Germany, Sweden, Belgium and Denmark for which returns are subject to examination for various years, dependent on the jurisdiction.

The Organization for Economic Co-operation and Development (OECD) has introduced a framework to implement a global minimum corporate tax of 15%, referred to as Pillar Two. Many aspects of Pillar Two became effective beginning in calendar year 2024 and other aspects will be effective beginning in calendar year 2025. While it is uncertain whether the U.S. will adopt Pillar Two, certain countries in which the Company operates have adopted legislation and other countries are in the process of introducing legislation to implement Pillar Two. While the Company does not expect Pillar Two to have a material impact on its effective tax rate, the Company's analysis is ongoing as the OECD releases additional guidance and countries implement additional legislation.

The Inflation Reduction Act (IRA) was signed into law on August 16, 2022. Among other provisions, the IRA includes a 15% corporate minimum tax applied to large corporations, known as the “CAMT”. The CAMT does not impact the Company's Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023. The Company will continue to evaluate the impact of CAMT on future years.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted. The CARES Act includes several significant provisions for corporations, including those pertaining to net operating losses, interest deductions and payroll tax benefits. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the effects of the CARES Act have been incorporated into the income tax provision computation for the year ended December 31, 2020. These provisions did not have a material impact on the income tax provision. The Company deferred the employer side of social security payments for payroll paid for the portion of 2020 following enactment as permitted by the CARES Act. In total, the Company deferred approximately $5.0 million of 2020 payments to 2021 and 2022, of which $2.5 million was repaid in 2021 and the remaining amount was paid in 2022.

v3.25.0.1
Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt

13. DEBT

Debt consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Term loan facility

 

$

189,218

 

 

$

154,219

 

Revolving line of credit

 

 

25,191

 

 

 

—

 

Aircraft loan

 

 

9,272

 

 

 

10,344

 

Less deferred debt issuance costs

 

 

(997

)

 

 

(1,379

)

Total debt

 

$

222,684

 

 

$

163,184

 

Less current portion of long-term debt

 

 

(17,866

)

 

 

(14,196

)

Long-term debt, less current portion

 

$

204,818

 

 

$

148,988

 

 

Deferred Financing Costs—Costs relating to debt issuance have been deferred and are presented as discounted against the underlying debt instrument. These costs are amortized to interest expense over the terms of the underlying debt instruments. The amortization of deferred debt issuance cost to interest expense was $0.7 million, $0.5 million, and $0.5 million, for the years ended December 31, 2024, 2023 and 2022, respectively.

2021 Credit Facility—On April 27, 2021, the Company entered into a new Senior Secured Credit Agreement providing for a $300.0 million credit facility comprised of a $175.0 million term loan and a $125.0 million revolving credit facility (2021 Credit Facility), and used a portion of the proceeds from the 2021 Credit Facility to repay all amounts outstanding under the prior credit facility. The revolving credit facility under the 2021 Credit Facility includes a $20.0 million sublimit for the issuance of letters of credit. Subject to certain exceptions, all amounts under the 2021 Credit Facility will become due on April 27, 2026. The Company has the option to borrow incremental term loans or request an increase in the aggregate commitments under the revolving credit facility up to an aggregate amount of $150.0 million subject to the satisfaction of certain conditions.

The 2021 Credit Facility term loan must be repaid in quarterly installments and shall amortize at the following future quarterly rates:

 

 

Quarterly Installment Rate

Date

2021 Credit Facility Term Loan

Additional Term Loan

March 31, 2025

1.88%

1.25%

June 30, 2025

1.88%

1.25%

September 30, 2025

1.88%

1.25%

December 31, 2025

2.50%

1.25%

March 31, 2026

2.50%

1.88%

April 27, 2026

Remaining balance

Remaining balance

 

Quarterly installment repayments for the year ended December 31, 2024 were $15.0 million and exclusive of a payment made in respect to the quarter ended December 31, 2022, the quarterly installment repayments for the year ended December 31, 2023, amounted to $9.8 million.

Effective September 1, 2022, the Company received an interest rate reduction of 0.05% under the 2021 Credit Facility based on the Company’s achievement of certain sustainability and environmental, social and governance related objectives as provided for in the 2021 Credit Facility. Effective September 1, 2023, the interest rate reduction was decreased to 0.025% based on the most recent annual assessment of the Company’s achievement of these objectives.

On May 31, 2023, the Company amended its 2021 Credit Facility agreement to transition the reference rate from LIBOR to SOFR plus 0.10%. The transition to SOFR did not materially impact the interest rate paid by the Company or change any material terms of the 2021 Credit Facility.

In February 2024, the Company partially exercised its option to request an increase in the aggregate commitments to provide an additional $100.0 million credit availability under the 2021 Credit Facility, comprised of an additional $50.0 million term loan (Additional Term Loan) and an additional $50.0 million in availability under the revolving credit facility.

The 2021 Credit Facility term loan and the revolving credit facility bear interest subject to the applicable spread based on the Company’s leverage ratio and SOFR plus 0.10% as follows:

 

Pricing Tier

 

Consolidated
Leverage Ratio

 

Senior Credit Facilities
SOFR Spread

 

 

Senior Credit Facilities
Base Rate Spread

 

 

Commitment
Fee

 

 

Letter of Credit Fee

 

 

1

 

≥ 3.75x to 1.0

 

 

2.50

 

%

 

1.50

 

%

 

0.25

 

%

 

2.50

 

%

2

 

< 3.75x to 1.0 but ≥ 3.25 to 1.0

 

 

2.25

 

 

 

1.25

 

 

 

0.23

 

 

 

2.25

 

 

3

 

<3.25x to 1.0 but ≥ 2.50 to 1.0

 

 

2.00

 

 

 

1.00

 

 

 

0.20

 

 

 

2.00

 

 

4

 

<2.50x to 1.0 but ≥ 1.75 to 1.0

 

 

1.75

 

 

 

0.75

 

 

 

0.15

 

 

 

1.75

 

 

5

 

<1.75x to 1.0

 

 

1.50

 

 

 

0.50

 

 

0.15

 

 

 

1.50

 

 

On May 30, 2023, the Company amended the interest rate swap transaction it entered into on January 27, 2022 (2022 Interest Rate Swap), to convert the floating component of the interest rate on $100.0 million of borrowings to 1-Month Term SOFR and a new coupon of 1.319% until January 27, 2025. Prior to the amendment, the floating component of the interest rate was subject to LIBOR and a coupon of 1.39%. The transition to SOFR did not materially impact the interest rate paid by the Company or change any material terms of the 2022 Interest Rate Swap.

On May 30, 2023, the Company entered into a second interest rate swap transaction fixing the floating component of the interest rate on an additional $70.0 million of borrowings to 1-Month Term SOFR and a coupon of 3.88% until April 27, 2026.

On June 5, 2024, the Company transitioned the 2022 Interest Rate Swap agreement of $100.0 million to a three-year term on $80.0 million of borrowings, with a fixed SOFR rate of 3.27%.

The 2021 Credit Facility includes a number of covenants imposing certain restrictions on the Company’s business, including, among other things, restrictions on the Company’s ability, subject to certain exceptions and baskets, to incur indebtedness, incur liens on its assets, agree to any additional negative pledges, pay dividends or repurchase stock, limit the ability of its subsidiaries to pay dividends or distribute assets, make investments, enter into any transaction of merger or consolidation, liquidate, wind-up or dissolve, or convey any part of its business, assets or property, or acquire the business, property or assets of another person, enter into sale and leaseback transactions, enter into certain transactions with affiliates, engage in any material line of business substantially different from those engaged on the closing date, modify the terms of indebtedness subordinated to the loans incurred under the 2021 Credit Facility and modify the terms of its organizational documents. The 2021 Credit Facility also includes financial covenants which required the Company to remain below a maximum total net leverage ratio of 4.25 times until the fiscal quarter ended September 31, 2022, which stepped down to 4.00 times during the fiscal quarter ending December 31, 2022 through and including the fiscal quarter ending September 30, 2023 and then further stepping down to 3.75 times beginning with the fiscal quarter ending December 31, 2023, and a minimum fixed charge coverage ratio of 1.25 times. Following the acquisition of Epic in January 2024, the Company elected to exercise its option to temporarily increase the maximum permitted leverage ratio to 4.25 times for a period of four quarters. As of December 31, 2024, the Company’s consolidated total leverage ratio as reported on our corresponding bank compliance certificate, which was delivered under our 2025 Credit Facility, was 2.1 times, and the Company was in compliance with all covenants under the 2021 and 2025 Credit Facilities (Note 22). As of December 31, 2023, the Company's consolidated total leverage ratio was 1.9 times and the Company was in compliance with all covenants under the 2021 Credit Facility.

The 2021 Credit Facility requires customary mandatory prepayments of the term loan and revolver and cash collateralization of letters of credit, subject to customary exceptions, including 100.0% of the proceeds of debt not permitted by the 2021 Credit Facility, 100.0% of the proceeds of certain dispositions, subject to customary reinvestment rights, where applicable, and 100.0% of insurance or condemnation proceeds, subject to customary

reinvestment rights, where applicable. The 2021 Credit Facility also includes customary events of default and related acceleration and termination rights.

The weighted average interest rate on the 2021 Credit Facility for the years ended December 31, 2024 and 2023 was 7.2% and 6.7%, respectively, and after giving effect to the impact of the interest rate swaps, was 5.8%, and 4.1%, respectively.

The Company’s obligations under the 2021 Credit Facility are guaranteed by certain of the Company’s existing and future direct and indirect subsidiaries, and such obligations are secured by substantially all of the Company’s assets, including the capital stock or other equity interests in those subsidiaries.

In February 2025, the 2021 Credit Facility was replaced with a new five-year senior secured credit facility (Note 22).

Loan and Aircraft Security Agreement—On May 18, 2023, the Company entered into a Loan and Aircraft Security Agreement to finance $10.9 million of the purchase a new aircraft (Aircraft Loan). The Aircraft Loan must be repaid in 60 monthly consecutive installments and all outstanding amounts will become due on May 18, 2028. The Aircraft Loan bears interest subject to 1-Month Term SOFR and a coupon of 1.86%. The entire principal balance may be prepaid in full subject to a 3.0%, 2.0% and 1.0% prepayment fee if paid prior to the first, second and third anniversary of the loan, respectively. The aircraft serves as collateral security for the Aircraft Loan.

Equipment Line of Credit—In May 2024, the Company entered into a $15.0 million equipment leasing facility for the purchase of equipment and related freight, installation costs and taxes paid. Any unused capacity on this equipment leasing facility will expire on April 15, 2025. Interest on leases financed under this facility is based on the SOFR swap rate on or closest to the closing date. Equipment leased through this line of credit met the finance lease criteria as per ASC 842 and accordingly is accounted for as finance lease right-of-use assets and finance lease liabilities.

The following is a schedule of the aggregate annual maturities of long-term debt presented on the consolidated statement of financial position, gross of deferred debt issuance cost of $1.0 million, based on the terms of the 2021 Credit Facility and the Aircraft Loan:

 

 

 

2021 Credit Facility

 

 

 

 

 

December 31,

 

Term Loan

 

Revolver

 

Aircraft Loan

 

Total

 

2025

 

$

16,718

 

 

 

$

1,148

 

$

17,866

 

2026

 

 

172,500

 

 

25,191

 

 

1,230

 

 

198,921

 

2027

 

 

—

 

 

—

 

 

1,318

 

 

1,318

 

2028

 

 

—

 

 

—

 

 

5,576

 

 

5,576

 

Total

 

$

189,218

 

$

25,191

 

$

9,272

 

$

223,681

 
v3.25.0.1
Fair Value of Financial Instruments
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following financial assets and liabilities are measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

 

December 31, 2024

 

 

December 31, 2023

 

Interest rate swap(1)

$

1,544

 

 

$

3,461

 

Total Assets

$

1,544

 

 

$

3,461

 

 

 

 

 

 

 

Business acquisitions contingent consideration, current

$

26,872

 

 

$

3,592

 

Business acquisitions contingent consideration, long-term

$

6,255

 

 

$

2,448

 

Conversion option

$

20,224

 

 

$

19,017

 

Total Liabilities

$

53,351

 

 

$

25,057

 

 

(1) Included in other assets in the consolidated statement of financial position.

The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis:

 

 

Interest Rate Swap

 

 

Total Assets

 

 

Business Acquisitions Contingent Consideration, Current

 

 

Business Acquisitions Contingent Consideration, Long-term

 

 

Conversion Option

 

 

Total Liabilities

 

Balance as of December 31, 2021

$

—

 

 

$

—

 

 

$

31,450

 

 

$

4,350

 

 

$

23,081

 

 

$

58,881

 

Acquisitions

 

—

 

 

 

—

 

 

 

—

 

 

 

2,666

 

 

 

—

 

 

 

2,666

 

Changes in fair value included in earnings

 

6,046

 

 

 

6,046

 

 

 

500

 

 

 

(196

)

 

 

2,650

 

 

 

2,954

 

Payment of contingent consideration payable

 

—

 

 

 

—

 

 

 

(30,515

)

 

 

—

 

 

 

—

 

 

 

(30,515

)

Reclass of long term to short term contingent liabilities

 

—

 

 

 

—

 

 

 

2,366

 

 

 

(2,366

)

 

 

—

 

 

 

—

 

Balance as of December 31, 2022

$

6,046

 

 

$

6,046

 

 

$

3,801

 

 

$

4,454

 

 

$

25,731

 

 

$

33,986

 

Acquisitions

 

—

 

 

 

—

 

 

 

397

 

 

 

730

 

 

 

—

 

 

 

1,127

 

Changes in fair value included in earnings

 

(2,585

)

 

 

(2,585

)

 

 

(174

)

 

 

(22

)

 

 

(6,714

)

 

 

(6,910

)

Payment of contingent consideration payable

 

—

 

 

 

—

 

 

 

(3,146

)

 

 

—

 

 

 

—

 

 

 

(3,146

)

Reclass of long term to short term contingent liabilities

 

—

 

 

 

—

 

 

 

2,714

 

 

 

(2,714

)

 

 

—

 

 

 

—

 

Balance as of December 31, 2023

$

3,461

 

 

$

3,461

 

 

$

3,592

 

 

$

2,448

 

 

$

19,017

 

 

$

25,057

 

Acquisitions

 

—

 

 

 

—

 

 

 

5,104

 

 

 

22,899

 

 

 

 

 

 

28,003

 

Changes in fair value included in earnings

 

(1,917

)

 

 

(1,917

)

 

 

1,879

 

 

 

(1,345

)

 

 

1,207

 

 

 

1,741

 

Payment of contingent consideration payable

 

—

 

 

 

—

 

 

 

(1,450

)

 

 

—

 

 

 

—

 

 

 

(1,450

)

Reclass of long term to short term contingent liabilities

 

—

 

 

 

—

 

 

 

17,747

 

 

 

(17,747

)

 

 

—

 

 

 

—

 

Balance as of December 31, 2024

$

1,544

 

 

$

1,544

 

 

$

26,872

 

 

$

6,255

 

 

$

20,224

 

 

$

53,351

 

Quantitative Information about Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3):

Interest Rate Swaps—The interest rate swaps fair value is estimated based on a mid-market price for the swap as of the close of business of the reporting period. The fair value is prepared by discounting future cash flows of the swaps to arrive at a current value of the swap. Forward curves and volatility levels inputs are determined on the basis of observable market inputs when available and on the basis of estimates when observable market inputs are not available. The Company does not apply hedge accounting but instead recognizes the instrument at fair value on the consolidated statement of financial position within other assets, with changes in fair value recognized as other income (expense) in each reporting period.

Business Acquisitions Contingent Consideration—The fair values of the contingent consideration payables resulted from acquisitions, including Sensible, were calculated based on expected target achievement amounts, which are measured quarterly and then subsequently adjusted to actuals at the target measurement date. Prior to the second quarter of 2023, the fair value of the contingent consideration payable associated with the acquisition of Sensible was determined using a Monte Carlo simulation of earnings in a risk-neutral Geometric Brownian Motion framework. As of December 31, 2023, the Sensible earnout was expected to be achieved in full and therefore, the entire payable has been recorded. The method used to price these liabilities is considered level 3 due to the subjective nature of the unobservable inputs used to determine the fair value. The input is the expected achievement of earn-out thresholds.

Conversion Option—The fair value of the conversion option associated with the issuance of the Convertible and Redeemable Series A-2 Preferred Stock (Note 16) was estimated using a “with-and-without” method. The “with-and-without” methodology considers the value of the security on an as-is basis and then without the embedded conversion premium. The difference between the two scenarios is the implied fair value of the embedded derivative.

The unobservable input is the required rate of return on the Series A-2 Preferred Stock. The considerable quantifiable inputs in the valuation relate to the timing of conversions or redemptions.
v3.25.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

15. COMMITMENTS AND CONTINGENCIES

Leases—The Company leases office facilities over various terms expiring through 2034. Certain of these operating leases contain rent escalation clauses. The Company also has office equipment leases that expire through 2029 (Note 7).

Other Commitments—The Company has commitments under the 2021 Credit Facility, its Aircraft Loan, its equipment line of credit and its lease obligations (Notes 7 and 13). The Company has entered into a purchase contract to purchase a total of $4.9 million of equipment over the course of 7 years that commenced on July 1, 2024, subject to a minimum spending requirement per year, measured from the commencement date and each anniversary thereof. The minimum spend requirement is $0.2 million, $0.4 million, and $0.9 million for 2025, 2026, and 2027, respectively, with the remainder subject to mutual agreement after the first three years.

Contingencies—The Company is subject to purchase price contingencies related to earn-outs associated with certain acquisitions (Note 8 and 14).

Legal—In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, any potential loss resulting from the resolution of these matters is not expected to have a material effect on the consolidated results of operations, financial position or cash flows of the Company.
v3.25.0.1
Convertible and Redeemable Series A-2 Preferred Stock
 12 Months Ended
Dec. 31, 2024
Temporary Equity Disclosure [Abstract]  
Convertible and Redeemable Series A-2 Preferred Stock

16. CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK

On April 13, 2020, the Company entered into an agreement to issue 17,500 shares of the Convertible and Redeemable Series A-2 Preferred Stock with a par value of $0.0001 per share and a detachable warrant to purchase shares of the Company’s common stock with a 10-year life, in exchange for gross proceeds of $175.0 million, net of $1.3 million debt issuance costs. The Convertible and Redeemable Series A-2 Preferred Stock warrants were exercised in full on July 30, 2020. Dividends on the Convertible and Redeemable Series A-2 Preferred Stock accrued through the date of the Company’s IPO on July 23, 2020, and were added to the principal balance outstanding as of that date. All dividends on the Convertible and Redeemable Series A-2 Preferred Stock after that date have been paid in cash. The Company paid dividends of $11.1 million during the year ended December 31, 2024 and $16.4 million during each of the years ended December 31, 2023 and 2022.

The Convertible and Redeemable Series A-2 Preferred Stock terms include the following: (i) no mandatory redemption, (ii) no stated value cash repayment obligation other than in the event of certain defined liquidation events, (iii) only redeemable at the Company’s option, (iv) convertible into common stock beginning in April 2024 at a 15.0% discount to the common stock market price (with a limit of $60.0 million in stated value of Convertible and Redeemable Series A-2 Preferred Stock eligible to be converted in any 60-day period prior to the seventh anniversary of issuance and the amount of stated value of the Convertible and Redeemable Series A-2 Preferred Stock eligible for conversion limited to $60.0 million during year 5 and $120.0 million (which includes the aggregate amount of the stated value of the Convertible and Redeemable Series A-2 Preferred Stock and any accrued but unpaid dividends added to such stated value of any shares of Convertible and Redeemable Series A-2 Preferred Stock converted in year 5) during year 6), (v) 9.0% dividend rate per year with required quarterly cash payments, (vi) in an event of noncompliance, the dividend rate shall increase to 12.0% per annum for the first 90-day period from and including the date the noncompliance event occurred, and thereafter shall increase to 14.0% per annum, (vii) debt incurrence test ratio of 4.5 times, and (viii) minimum repayment amount of $25.0 million.

The Company may, at its option on any one or more dates, redeem all or a minimum portion (the lesser of (i) $25.0 million in aggregate stated value of the Convertible and Redeemable Series A-2 Preferred Stock and (ii) all of the Convertible and Redeemable Series A-2 Preferred Stock then outstanding) of the outstanding Convertible and Redeemable Series A-2 Preferred Stock in cash. In January 2024, the Company redeemed $60.0 million in aggregate stated value of the Convertible and Redeemable Series A-2 Preferred Stock in cash. The principal balance outstanding as of December 31, 2024, was $122.2 million or 11,667 shares..

The Convertible and Redeemable Series A-2 Preferred Stock does not meet the definition of a liability pursuant to “ASC 480- Distinguishing Liabilities from Equity.” However, as (i) the instrument is redeemable upon a change of control as defined in the certificate of designations governing the terms of the Convertible and Redeemable Series A-2 Preferred Stock, and (ii) the Company cannot assert it would have sufficient authorized and unissued shares of common stock to settle all future conversion requests due to the variable conversion terms, the instrument is redeemable upon the occurrence of events that are not solely within the control of the Company, and therefore the Company classifies the Convertible and Redeemable Series A-2 Preferred Stock as mezzanine equity. Subsequent adjustment of the carrying value of the instrument is required if the instrument is probable of becoming redeemable. As of December 31, 2024, the Company has determined that a change of control is not probable. Additionally, as of December 31, 2024, the Company has determined that it is not probable that there will be a future conversion request that the Company is unable to settle with authorized and issued shares based on the Company’s current stock price and available shares as well as the Company’s monitoring efforts to ensure there are a sufficient number of shares available to settle any conversion request. Therefore, as of December 31, 2024, the Company has determined that the instrument is not probable of becoming redeemable, and does not believe subsequent adjustment of the carrying value of the instrument will be necessary.

The Convertible and Redeemable Series A-2 Preferred Stock contains a conversion option of the preferred shares to shares of common stock beginning in April 2024. As of December 31, 2024 and 2023, this conversion embedded feature had a net fair value of $20.2 million and $19.0 million, respectively. The change in net fair value of $1.2 million, $6.7 million and $2.7 million for the years ended December 31, 2024, 2023 and 2022, respectively, was recorded to other income (expense).

In January 2025, the Company received a notice of conversion from the holder of the Series A-2 Preferred Stock (Note 22).

v3.25.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity

17. STOCKHOLDERS’ EQUITY

Authorized Capital Stock—The Company was authorized to issue 190,000,000 shares of common stock, with a par value of $0.000004 per share as of December 31, 2024 and 2023.

Follow-on Offering—On April 22, 2024, the Company issued an aggregate of 3,450,000 shares of common stock in an underwritten public offering, inclusive of the shares of common stock issued in connection with the underwriters exercise in full of their option to purchase additional shares of common stock. The Company sold the shares to the underwriters at the public offering price of $37.15 per share, less underwriting discounts and commissions of $1.67175 per share, resulting in net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company of $121.8 million.

Employee Equity Incentive Plans—The Company has two plans under which stock-based awards have been issued: (i) the Montrose Amended and Restated 2017 Stock Incentive Plan (2017 Plan) and (ii) the Montrose Amended & Restated 2013 Stock Option Plan (2013 Plan) (collectively, the Plans).

As of December 31, 2024, there was $69.1 million of total unrecognized stock compensation expense related to unvested options and restricted stock granted under the Plans. Such unrecognized expense is expected to be recognized over a weighted-average 2.2 year period. The following number of shares were authorized to be issued and available for grant as of:

 

 

December 31, 2024

 

 

2017 Plan

 

 

2013 Plan

 

 

Total

 

Shares authorized to be issued

 

7,538,276

 

 

 

2,036,219

 

 

 

9,574,495

 

Shares available for grant(1)

 

1,683,352

 

 

 

—

 

 

 

1,683,352

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

2017 Plan

 

 

2013 Plan

 

 

Total

 

Shares authorized to be issued

 

6,330,713

 

 

 

2,036,219

 

 

 

8,366,932

 

Shares available for grant(1)

 

662,662

 

 

 

—

 

 

 

662,662

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

2017 Plan

 

 

2013 Plan

 

 

Total

 

Shares authorized to be issued

 

5,140,112

 

 

 

2,037,019

 

 

 

7,177,131

 

Shares available for grant(1)

 

367,243

 

 

 

—

 

 

 

367,243

 

 

(1) In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant as of December 31, 2022 and 2023 excluded awards of stock appreciation rights approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” below for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.

Total stock compensation expense for the Plans was as follows:

 

 

Year Ended December 31, 2024

 

 

Options

 

 

RSUs

 

 

SARs

 

 

Total

 

Cost of revenue

$

1,223

 

 

$

3,578

 

 

$

—

 

 

$

4,801

 

Selling, general and administrative expense

 

2,571

 

 

 

30,088

 

 

 

27,205

 

 

 

59,864

 

Total

$

3,794

 

 

$

33,666

 

 

$

27,205

 

 

$

64,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2023

 

 

Options

 

 

RSUs

 

 

SARs

 

 

Total

 

Cost of revenue

$

1,685

 

 

$

1,661

 

 

$

—

 

 

$

3,346

 

Selling, general and administrative expense

 

4,885

 

 

 

29,851

 

 

 

9,185

 

 

 

43,921

 

Total

$

6,570

 

 

$

31,512

 

 

$

9,185

 

 

$

47,267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2022

 

 

Options

 

 

RSUs

 

 

SARs

 

 

Total

 

Cost of revenue

$

1,507

 

 

$

—

 

 

$

—

 

 

$

1,507

 

Selling, general and administrative expense

 

8,531

 

 

 

23,972

 

 

 

9,280

 

 

 

41,783

 

Total

$

10,038

 

 

$

23,972

 

 

$

9,280

 

 

$

43,290

 

 

Montrose Amended & Restated 2017 Stock Incentive Plan

Restricted Stock Awards and Restricted Stock Units—The Company issues restricted stock awards (RSAs) to certain 2017 Plan participants as Director’s compensation. There were 23,961, 17,346 and 10,920 RSAs granted during the years ended December 31, 2024, 2023 and 2022 respectively. These RSAs vest one year from the date of grant, or, in each case, in full upon a change in control, subject to the participant’s continued service as a Director throughout such date, or upon retirement. Members of the Board of Directors that receive stock-based compensation are treated as employees for accounting purposes.

During 2023 and 2022, the Board of Directors approved the grant of RSUs under certain supplemental incentive plans (SI Plans). There were 0, 370,349 and 95,404 RSUs issued under these SI Plans during the years ended December 31, 2024, 2023 and 2022, respectively. There were 237,634 RSUs issued during 2023 that vested 1/3 on the date of grant, and will vest 1/3 on the one-year anniversary of the grant, and 1/3 on the two-year anniversary of the grant, subject to continued service through each such date. The remaining RSUs vest annually over a 4-year period from the date of grant, subject to continued service through each such date.

During 2021, the Board of Directors approved the grant of 1,671,391 restricted stock units (RSUs) to certain executives and selected employees of the Company under the 2017 Plan. These RSUs represent the right to receive one share of the Company’s common stock upon vesting. These incentives were designed to (i) retain selected employees of the Company for a minimum of 5 years, (ii) reward selected employees for the Company’s significant outperformance and stockholder value creation in 2021, and (iii) provide incentives to selected employees of the Company to accelerate value creation for stockholders and other stakeholders over the next five-year period. With respect to 1,355,182 RSUs, 50.0% will vest on each of the 4th and 5th anniversaries of the date of grant, subject to continued service through each such date. With respect to the remaining 316,209 RSUs (The Performance-Vested RSUs), 50.0% will vest on each of the 4th and 5th anniversaries of the date of grant, subject to continued service through each such date and further subject to Company achieving $90.0 million in adjusted EBITDA (as reported) for any trailing twelve-month period from and after December 31, 2022. If the Performance Criteria is not met prior to the 4th anniversary of the date of grant, none of the Performance-Vested RSUs will vest at such time, and if the Performance Criteria is subsequently met prior to the 5th anniversary of the date of grant, all of the Performance-Vested RSUs will vest at such time, subject to continued service through such date. If the Performance Criteria is not met by the 5th anniversary of the date of grant, all of the Performance-Vested RSUs will be forfeited.

During 2021, the Board of Directors approved and reserved for future issuance an aggregate of 135,517 RSUs (Future RSU Pool) to be granted under the 2017 Plan to certain of its executives and selected employees. Final determination and allocation of the awards under the Future RSU Pool may be determined on December 16, 2025 based on individual performance and continued service through such date. Any RSUs granted under the Future RSU Pool will vest on December 16, 2026, subject to continued service through such date.

RSA and RSU activity was as follows:

 

 

Year Ended December 31, 2024

 

 

2024

 

 

2023

 

 

2022

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

Beginning outstanding shares

 

2,468,722

 

 

 

 

 

 

1,777,715

 

 

 

 

 

 

1,696,923

 

 

 

 

Granted

 

359,749

 

 

$

39.75

 

 

 

793,133

 

 

$

34.33

 

 

 

106,324

 

 

$

46.82

 

Forfeited/ cancelled

 

(56,921

)

 

$

37.32

 

 

 

(11,311

)

 

$

32.13

 

 

 

—

 

 

$

—

 

Vested

 

(154,491

)

 

$

36.82

 

 

 

(90,815

)

 

$

36.77

 

 

 

(25,532

)

 

$

31.27

 

Ending outstanding shares

 

2,617,059

 

 

 

 

 

 

2,468,722

 

 

 

 

 

 

1,777,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

There were no forfeitures of RSAs or RSUs during the year ended December 31, 2022.

There were an aggregate of 3,148,847, 2,846,019, and 2,064,197, shares underlying outstanding RSA and RSU awards as of December 31, 2024, 2023, and 2022, respectively.

Stock Appreciation Rights— During the year ended December 31, 2021, the Board of Directors approved the grant of 3,000,000 units of stock appreciation rights (SARs) to certain executives and selected employees under the 2017 Plan. These SARs represented the right to receive, upon exercise, a payment equal to the excess of (a) the fair market value of one share of the Company’s common stock, over (b) an exercise price of $66.79, payable, at the Company’s election, in cash or shares of common stock. These SARs were scheduled to vest on the 5th anniversary of the date of grant based on achievement of performance hurdles over a five year period, subject to continued service on the vesting date. The performance hurdles were to be deemed achieved if the average trading price per share of the Company’s common stock equaled or exceeded the following stock prices:

 

SARs Stock Price Performance Hurdle

 

Portion of SARs Subject to Performance Hurdle

$

133.58

 

1/3

$

166.98

 

1/3

$

200.37

 

1/3

The performance hurdles were to be deemed achieved if the average trading price per share of the Company’s common stock equaled or exceeded the applicable stock price performance hurdle set forth above for the trading days falling in a consecutive 20-day period prior to the vesting date.

The fair value of these SARs at the grant date was $46.0 million, which was amortized on a straight-line basis over a five-year period.

Effective December 31, 2024, the Board of Directors approved the cancellation (SAR Cancellation) of the outstanding and unvested SARs previously granted on December 16, 2021, to the Company’s named executive officers, as well as certain other executives, and the applicable individuals each agreed to such SAR Cancellation. The SAR Cancellation was voluntary on the part of the named executive officers and other holders and was not in exchange for any other equity or cash-based compensation awards or payments. None of the market conditions had been achieved as of the date of cancellation. Upon cancellation, the remaining unamortized value of the SARs of $18.0 million was expensed within selling, general, and administrative expense.

Options—Options issued to all optionees under the 2017 Plan vest over 4-years from the date of issuance (or earlier vesting start date, as determined by the Board of Directors) as follows: one half on the second anniversary of date of grant and the remaining half on the fourth anniversary of the date of grant, with the exception of certain annual grants to certain executive officers, which vest annually over a 3-year and 1-year period. The following summarizes the options activity of the 2017 Plan for the years ended December 31, 2024, 2023 and 2022:

 

 

Options to Purchase Common Stock

 

 

Weighted-Average Exercise Price per Share

 

 

Weighted Average Grant Date Fair Value per Share

 

 

Weighted Average Remaining Contract Life (in Years)

 

 

Aggregate Intrinsic Value of In-The-Money Options

 

Outstanding as of December 31, 2021

 

2,036,729

 

 

$

26.00

 

 

$

14.00

 

 

 

8.3

 

 

$

91,030

 

Granted

 

698,534

 

 

 

43.74

 

 

 

16.34

 

 

 

—

 

 

 

—

 

Forfeited/ cancelled

 

(96,211

)

 

 

32.19

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(59,486

)

 

 

23.27

 

 

 

—

 

 

 

—

 

 

 

1,398

 

Outstanding as of December 31, 2022

 

2,579,566

 

 

$

31.00

 

 

$

15.00

 

 

 

7.8

 

 

$

37,295

 

Granted

 

253,980

 

 

 

32.41

 

 

 

13.98

 

 

 

—

 

 

 

—

 

Forfeited/ cancelled

 

(134,170

)

 

 

36.01

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

(6,450

)

 

 

32.03

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(176,654

)

 

 

24.12

 

 

 

—

 

 

 

—

 

 

 

3,726

 

Outstanding as of December 31, 2023

 

2,516,272

 

 

$

30.92

 

 

$

15.95

 

 

 

7.0

 

 

$

13,825

 

Forfeited/ cancelled

 

(78,130

)

 

 

38.57

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

(37,825

)

 

 

41.90

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(55,110

)

 

 

25.48

 

 

 

—

 

 

 

—

 

 

 

776

 

Outstanding as of December 31, 2024

 

2,345,207

 

 

$

30.62

 

 

$

16.32

 

 

 

6.0

 

 

$

776

 

Exercisable as of December 31, 2024

 

1,966,557

 

 

$

28.87

 

 

 

 

 

 

5.7

 

 

$

2,188

 

The following weighted-average assumptions were used in the Black-Scholes option-pricing model calculation for the prior years. There were no stock options granted in 2024.

 

 

December 31, 2023

 

 

December 31, 2022

 

Common stock value (per share)

$

32.41

 

 

$

43.74

 

Expected volatility

 

33.55

%

 

 

33.44

%

Risk-free interest rate

 

3.77

%

 

 

2.03

%

Expected life (years)

 

7.00

 

 

 

6.98

 

Forfeiture rate

None

 

 

None

 

Dividend rate

None

 

 

None

 

 

Montrose Amended & Restated 2013 Stock Option Plan—The following summarizes the activity of the 2013 Plan for the years ended December 31, 2024, 2023 and 2022:

 

 

Options to Purchase Common Stock

 

 

Weighted-Average Exercise Price per Share

 

 

Weighted Average Grant Date Fair Value per Share

 

 

Weighted Average Remaining Contract Life (in Years)

 

 

Aggregate Intrinsic Value of In-The-Money Options

 

Outstanding as of December 31, 2021

 

897,674

 

 

$

6.00

 

 

$

2.00

 

 

 

4.4

 

 

$

57,529

 

Granted

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited/ cancelled

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

(125

)

 

 

6.03

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(41,854

)

 

 

6.19

 

 

 

—

 

 

 

—

 

 

 

1,626

 

Outstanding as of December 31, 2022

 

855,695

 

 

$

6.00

 

 

$

2.10

 

 

 

3.3

 

 

$

32,478

 

Expired

 

(800

)

 

 

6.03

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(62,704

)

 

 

6.82

 

 

 

—

 

 

 

—

 

 

 

1,950

 

Outstanding as of December 31, 2023

 

792,191

 

 

$

6.40

 

 

$

2.16

 

 

 

2.4

 

 

$

20,380

 

Forfeited/ cancelled

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(111,302

)

 

 

5.87

 

 

 

—

 

 

 

—

 

 

 

3,042

 

Outstanding as of December 31, 2024

 

680,889

 

 

$

6.49

 

 

$

2.51

 

 

 

1.5

 

 

$

8,211

 

Exercisable as of December 31, 2024

 

680,889

 

 

$

6.49

 

 

 

 

 

 

1.5

 

 

$

8,211

 

Total shares outstanding from exercised options were 1,716,200 shares, 1,549,788 shares and 1,310,430 shares as of December 31, 2024, 2023 and 2022.

Common Stock Reserved for Future Issuances—The Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following:

 

 

December 31,

 

 

2024

 

 

2023

 

 

2022

 

Montrose 2013 Stock Incentive Plan

 

680,889

 

 

 

792,191

 

 

 

855,695

 

Montrose 2017 Stock Incentive Plan(1)

 

6,645,618

 

 

 

8,647,656

 

 

 

7,724,524

 

 

7,326,507

 

 

 

9,439,847

 

 

 

8,580,219

 

 

(1) In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares reserved for future issuance as of December 31, 2022 and 2023 includes awards of SARs approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” above for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.

v3.25.0.1
Net Loss Per Share
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Net Loss per Share

18. NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. The Convertible and Redeemable Series A-2 Preferred Stock is considered a participating security during the applicable period. Net losses are not allocated to the Convertible and Redeemable Series A-2 stockholders, as they were not contractually obligated to share in the Company’s losses.

Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method. Potentially dilutive shares are comprised of RSAs, RSUs, SARs and shares of common stock underlying stock options outstanding under the Plans to purchase common stock. During the years ended December 31, 2024, 2023, and 2022, there is no difference in the number of shares used to calculate basic and

diluted shares outstanding due to the Company’s net loss attributable to common stockholders and potentially dilutive shares being anti-dilutive.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Net loss

 

$

(62,314

)

 

$

(30,859

)

 

$

(31,819

)

Convertible and redeemable Series A-2 Preferred Stock dividend

 

 

(11,064

)

 

 

(16,400

)

 

 

(16,400

)

Net loss attributable to common stockholders – basic and diluted

 

 

(73,378

)

 

 

(47,259

)

 

 

(48,219

)

Weighted-average number of shares of common stock outstanding – basic and diluted

 

 

33,061

 

 

 

30,058

 

 

 

29,688

 

Net loss per share attributable to common stockholders – basic and diluted

 

$

(2.22

)

 

$

(1.57

)

 

$

(1.62

)

The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the years ended December 31:

 

 

 

December 31,

 

 

 

2024(1)

 

 

2023(1)

 

 

2022(1)

 

Stock options

 

 

3,026,096

 

 

 

3,308,463

 

 

 

3,435,261

 

Restricted stock

 

 

2,617,059

 

 

 

2,468,722

 

 

 

1,777,715

 

Series A-2 Preferred Stock

 

 

4,293,793

 

 

 

5,952,609

 

 

 

4,983,282

 

SARs(2)

 

 

—

 

 

 

3,000,000

 

 

 

3,000,000

 

 

(1)
Includes 2,374,716, 7,660,169 and 6,886,942 shares underlying equity awards that were out of the money as of December 31, 2024, 2023 and 2022, respectively.
(2)
Effective December 31, 2024, the Board of Directors approved the SAR Cancellation (Note 17).
v3.25.0.1
Segment Information and Geographic Location Information
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Information and Geographic Location Information

19. SEGMENT INFORMATION AND GEOGRAPHIC LOCATION INFORMATION

The Company has six operating units that aggregate into three reportable segments: Assessment, Permitting and Response, Measurement and Analysis, and Remediation and Reuse. These segments are monitored separately by management for performance against budget and prior year and are consistent with internal financial reporting. The Company’s operating segments are organized based upon primary services provided, the nature of the production process, types of customers, methods used to distribute the products, and the nature of the regulatory environment. Refer to Note 1 for description of each reportable segments.

Our Chief Executive Officer, who serves as the CODM, reviews Segment Adjusted EBITDA in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of Company resources depending on the needs of each segment and the availability of resources. Segment Adjusted EBITDA is the calculated Company’s Earnings before Interest, Tax, Depreciation and Amortization (EBITDA), adjusted to exclude certain transactions such as stock-based compensation, acquisition costs, and fair value changes in financial instruments, amongst others. Beginning in the first quarter of 2023, the calculation of Segment adjusted EBITDA no longer adjusts for start-up losses and investment in new services as the CODM no longer reviews the Segment Adjusted EBITDA measure without these costs. The CODM does not review segment assets as a measure of segment performance.

Corporate and Other includes costs associated with general corporate overhead (including executive, legal, finance, safety, human resources, marketing and IT related costs) that are not directly related to supporting operations. Overhead costs that are directly related to supporting operations (such as insurance, software, licenses, shared services

and payroll processing costs) are allocated to the operating segments on a basis that reasonably approximates an estimate of the use of these services, and are included in Segment Expenses in the table below.

Segment revenues, Segment Expenses and Segment Adjusted EBITDA were as follows:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

Segment Revenues

 

 

Segment Expenses

 

 

Segment Adjusted EBITDA

 

 

Segment Revenues

 

 

Segment Expenses

 

 

Segment Adjusted EBITDA

 

 

Segment Revenues

 

 

Segment Expenses

 

 

Segment Adjusted EBITDA(2)

 

Assessment, Permitting and Response

 

$

214,850

 

 

$

166,830

 

 

$

48,020

 

 

$

220,727

 

 

$

168,579

 

 

$

52,148

 

 

$

187,234

 

 

$

149,776

 

 

$

37,458

 

Measurement and Analysis (1)

 

 

224,366

 

 

 

173,845

 

 

 

50,521

 

 

 

197,095

 

 

 

159,878

 

 

 

37,217

 

 

 

172,432

 

 

 

140,844

 

 

 

31,588

 

Remediation and Reuse

 

 

257,179

 

 

 

218,840

 

 

 

38,339

 

 

 

206,386

 

 

 

179,299

 

 

 

27,087

 

 

 

184,750

 

 

 

154,134

 

 

 

30,616

 

Total Reportable Segments

 

$

696,395

 

 

 

 

 

$

136,880

 

 

$

624,208

 

 

 

 

 

$

116,452

 

 

$

544,416

 

 

 

 

 

$

99,662

 
(1)
Includes revenue of zero, $8.8 million and $17.0 million and Adjusted EBITDA of zero, $2.1 million and $6.4 million from the Discontinued Specialty Lab for the years ended December 31, 2024, 2023, and 2022, respectively.
(2)
Includes the add back of start-up losses and investment in new services of $2.3 million.

Presented below is a reconciliation of the Company’s segment measure to net loss for the years ended December 31:

 

 

 

For the Year Ended December 31,

 

 

 

 

2024

 

 

2023

 

 

2022

 

 

Total Reportable Segments

 

$

136,880

 

 

$

116,452

 

 

$

99,662

 

 

Corporate and Other

 

 

(41,092

)

 

 

(37,876

)

 

 

(31,212

)

 

Interest expense, net

 

 

(15,862

)

 

 

(7,793

)

 

 

(5,239

)

 

Depreciation and amortization

 

 

(52,762

)

 

 

(45,780

)

 

 

(47,479

)

 

Stock-based compensation

 

 

(64,665

)

 

 

(47,267

)

 

 

(43,290

)

 

Start-up losses and investment in new services

 

 

—

 

 

 

—

 

 

 

(2,277

)

 

Acquisition costs

 

 

(7,827

)

 

 

(6,930

)

 

 

(1,891

)

 

Fair value changes in financial instruments

 

 

(3,124

)

 

 

4,129

 

 

 

3,396

 

 

Fair value changes in business acquisition contingencies

 

 

(534

)

 

 

(84

)

 

 

3,227

 

 

Expenses related to financing transactions

 

 

(317

)

 

 

(35

)

 

 

(7

)

 

Discontinued Specialty Lab(1)

 

 

(692

)

 

 

(6,112

)

 

 

—

 

 

Other losses or expenses

 

 

(4,323

)

(2)

 

(543

)

(3)

 

(4,459

)

(4)

Loss before expense from income taxes

 

$

(54,318

)

 

$

(31,839

)

 

$

(29,569

)

 

 

(1)
Amounts consist of operating losses before depreciation related to the Discontinued Specialty Lab.
(2)
Amounts are primarily comprised of non-recurring costs to centralize certain back-office functions, lease abandonment costs, and third party expenses associated with the independent review and analysis of assertions in a short seller report regarding the Company.
(3)
Amounts are comprised of expenses related to an aircraft accident, net of insurance gain, as well as a gain on the surrender of a lease.
(4)
Amounts include costs associated with the exiting of the legacy water treatment and renewable energy operations and maintenance contracts and the Company's start-up lab in Berkeley, California, as well as an impairment charge for certain operating lease right-of-use assets and severance costs related to the restructuring within the Company’s soil remediation business.

The following table presents revenues by geographic location:

 

 

 

For the Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

United States

 

$

550,323

 

 

$

539,578

 

 

$

523,189

 

Canada

 

 

115,918

 

 

 

72,608

 

 

 

12,002

 

Other international

 

 

30,154

 

 

 

12,022

 

 

 

9,225

 

Total revenue

 

$

696,395

 

 

$

624,208

 

 

$

544,416

 

 

The following table presents long-lived assets by geographic location:

 

 

 

For the Year Ended December 31,

 

 

 

2024

 

 

2023

 

United States

 

$

57,730

 

 

$

50,686

 

Canada

 

 

5,070

 

 

 

4,665

 

Other international

 

 

976

 

 

 

1,474

 

Total property and equipment—net

 

$

63,776

 

 

$

56,825

 
v3.25.0.1
Related-Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related-Party Transactions

20. RELATED-PARTY TRANSACTIONS

The Company did not have any material related party transactions during the years ended December 31, 2024, 2023 and 2022.
v3.25.0.1
Defined Contribution Plan
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Defined Contribution Plan

21. DEFINED CONTRIBUTION PLAN

On January 1, 2014, the Company established the Montrose Environmental Group 401(k) Savings Plan (401(k) Savings Plan). As of December 31, 2024, 2023, and 2022, plan participants may defer up to 85.0% of their eligible wages for the year, up to the Internal Revenue Service dollar limit and catch-up contribution allowed by law. The Company provides employer matching contributions equal to 100% of the participant’s elective deferrals that do not exceed 3% of the participant’s compensation and 50% of the participant’s elective deferrals that exceed 3% but do not exceed 5% of the participant’s compensation. Employer contributions for years ended December 31, 2024, 2023, and 2022 were $9.1 million, $7.9 million and $5.7 million, respectively, and are included within selling, general, and administrative expense on the consolidated statements of operations.
v3.25.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

22. SUBSEQUENT EVENTS

On January 13, 2025, the Company received a notice of conversion from the holder of the Series A-2 Preferred Stock in respect of $60.0 million in stated value of the Series A-2 Preferred Stock. The Certificate of Designation governing the Series A-2 Preferred Stock permits the Company to redeem for cash any shares of A-2 Preferred Stock submitted for conversion. The Company intends to redeem for cash the shares of Series A-2 Preferred Stock noticed for conversion in lieu of issuing any shares of Company common stock upon the conversion thereof.

On February 26, 2025, the Company entered into a new Senior Secured Credit Agreement providing for a $500.0 million credit facility comprised of a $200.0 million term loan and a $300.0 million revolving credit facility that matures on February 26, 2030 (2025 Credit Facility). Terms of the 2025 Credit Facility are similar to the 2021 Credit Facility and include:

•
Resetting the initial permitted leverage ratio to 4.0 times, stepping down to 3.75 times on March 31, 2026;
•
The removal of the 10 basis point credit spread adjustment related to SOFR;
•
An increase to the maximum aggregate incremental commitment under the accordion feature from $150.0 million to $200.0 million;
•
Permitting certain restricted payments, including common stock repurchases, subject to a maximum pro-forma leverage ratio of 3.0 times, a minimum pro-forma fixed charge coverage ratio of 1.25 times and no event of default; and
•
Excluding contingent earnout payments from the definition of indebtedness until earnouts are due and payable.
v3.25.0.1
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). Intercompany balances and transactions are eliminated.
Use of Estimates

Use of Estimates—The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include, but are not limited to, management’s forecasts of future cash flows used as a basis to assess recoverability of goodwill and long-lived assets, the allocation of purchase price to tangible and intangible assets, allowances for doubtful accounts, the estimated useful lives over which property and equipment is depreciated and intangible assets are amortized, subsequent measurement of goodwill, the fair value of contingent consideration payables, the fair value of embedded derivatives, equity-based compensation expense and deferred taxes. These estimates could materially differ from actual results.
Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash—The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company considers cash deposits in banks as cash with original maturities at purchase of three months or less as cash equivalents.

Cash, long-term debt and financial instruments subject the Company to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with large, reputable financial institutions. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk associated with these accounts.

Cash that is restricted as to withdrawal or use under the terms of certain contractual agreements is recorded in restricted cash in the Company’s consolidated statements of financial position. The Company’s $1.5 million restricted cash balance as of December 31, 2024 primarily consisted of a $1.0 million sublease deposit (Note 8).

Accounts Receivables-Net

Accounts Receivables-Net—Accounts receivable are presented in the consolidated statements of financial position, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established at the origination of an account in accordance with Accounting Standard Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). Accounting Standards Codification (ASC) 326 requires the Company to estimate the lifetime expected credit losses on such instruments and to record an allowance to offset the receivables.

Financial Instruments

Financial Instruments— The Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

The Company considers the carrying values of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses to approximate fair value for these financial instruments due to the short maturities of these instruments. The Company’s interest rate swap, embedded derivatives, and any acquisition’s contingent consideration are carried at fair value and determined according to the fair value hierarchy above.

The Company’s variable rate borrowings under its Credit Facility (Note 13) is tied to market indices and, thus, approximate fair value. The estimated fair value of the long-term debt under the credit facility is based on borrowing rates currently available to the Company for loans with similar terms and remaining maturities.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets—Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of long lived assets should be assessed. When such events or changes in circumstances are present, the Company estimates the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount, the Company recognizes an impairment based on the fair value of such assets.
Acquisitions

Acquisitions—The Company first assesses whether the acquisition represents a purchase of assets or a business. If the transaction is a business acquisition, the Company accounts for the acquisition using business combination accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Goodwill represents the premium the Company pays over the fair value of the net tangible and intangible assets acquired. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates. Transaction costs associated with acquisitions of businesses are expensed as they are incurred.
Business Acquisition Contingencies

Business Acquisition Contingencies— Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability. Subsequent changes in the fair value of contingent consideration are recognized as a gain or loss in the consolidated statements of operations. Payments of contingent consideration are reflected in financing activities in the consolidated statements of cash flows to the extent included as part of the initial purchase price, or in operating activities if the payment exceeds the amount included in the initial purchase price.
Goodwill

Goodwill—Goodwill is not amortized but instead qualitatively or quantitatively tested for impairment at least annually. Should an event or circumstances indicate that a reduction in fair value of the reporting unit may have occurred during the year, goodwill would also be tested at such occasion. The Company performs its goodwill test at the reporting unit level. If necessary, the goodwill quantitative impairment test is performed on October 1st every year.

The Company uses a two-step process to assess the realizability of goodwill. The first step (generally referred to as a "step 0" analysis) is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step (generally referred to as a "step 1" analysis).

Step 1 of the quantitative test requires comparison of the carrying value of each of the reporting units to the respective fair value, calculated based on weighted income and market-based approaches. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.

During 2024 and 2023, the Company elected to perform a step 1 impairment analysis. Based on the analysis performed, management determined that no impairment of goodwill existed in any of the Company’s reporting units as of the testing date (October 1, 2024). Also, no triggering events or changes in circumstances occurred during the period October 1, 2024 through December 31, 2024 that warranted retesting goodwill for impairment.

Embedded Derivatives

Embedded Derivatives—Embedded derivatives that are required to be bifurcated from the underlying host instrument are accounted for and valued as a separate financial instrument. These embedded derivatives are bifurcated, accounted for at their estimated fair value, which is based on certain estimates and assumptions, and presented

separately on the consolidated statements of financial position. Our valuation of embedded derivatives follows the With and Without method of the income approach, where the value of the derivative is derived by comparing projected cash flows with and without the embedded feature. The discount rate reflects the level of risk associated with these cash flows and is determined based on and evaluation of the Company’s credit risk and market required yields for comparable securities with similar credit risk. To derive a credit rating indication, the Company utilizes the Synthetic Credit Rating Model, and the recovery rate method is employed to establish the Company’s discount rate. Changes in fair value of the embedded derivatives are recognized as a component of other income/expense on the Company’s consolidated statements of operations (Note 16).

Foreign Currency

Foreign Currency—The Company has operations in the United States, Canada, Australia and Europe. The results of its non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. The Company’s assets and liabilities are translated using the exchange rate as of the date of the consolidated statement of financial position and equity is translated using historical rates. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net income (loss) and instead are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in selling, general and administrative expense on the consolidated statements of operations.
Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)—Accumulated other comprehensive income (loss), as presented on the consolidated statements of redeemable convertible and redeemable Series A-2 Preferred Stock and stockholders’ equity (deficit), consists of unrealized gains and losses on foreign currency translation. Comprehensive income (loss) is not included in the computation of income tax benefit.

Accumulated other comprehensive loss increased by $1.9 million in 2024 due to the strengthening of the U.S. dollar at the end of 2024.

Revenue Recognition

Revenue Recognition—Revenue is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers. The following is considered by the Company in the recognition of revenue under ASC 606:

The Company’s services are performed under two general types of contracts (i) fixed-price and (ii) time-and-materials. Under fixed-price contracts, customers pay an agreed-upon amount for a specified scope of work agreed to in advance of the project. Under time-and-materials contracts, customers pay for the hours worked and resources used based on agreed-upon rates. Certain of the Company’s time-and-materials contracts are subject to maximum contract amounts. The duration of the Company’s contracts ranges from less than one month to over a year, depending on the scope of services provided. Payment terms are agreed upon at the time of contract approval and are typically net 30. Costs to obtain and fulfill contracts associated with system sales are expensed as a cost of revenue when the Company has fulfilled its performance obligations.

The Company accounts for individual promises in contracts as separate performance obligations if the promises are distinct. The assessment requires judgment. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. Certain contracts in the Company’s Measurement and Analysis segment have multiple performance obligations, most commonly due to the contracts providing for multiple laboratory tests which are individual performance obligations.

For the Measurement and Analysis contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of each performance obligation. The standalone selling price of each performance obligation is generally determined by the observable price of a service when sold separately.

Fixed fee contracts—On the majority of fixed fee contracts, the Company recognizes revenue, over time, using either the proportion of actual costs incurred to the total costs expected to complete the contract performance obligation (cost to cost method), or the time-elapsed basis. The Company determined that the cost to cost method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Under the time-elapsed basis, the arrangement is considered a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same

pattern of transfer (i.e. distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. For a portion of the Company’s laboratory service contracts, revenue is recognized as performance obligations are satisfied over time, with recognition reflecting a series of distinct services using the output method. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period.

There are inherent uncertainties in the estimation process for cost to cost contracts, as the estimation of total contract costs and estimates to complete is complex, subject to many variables, and requires judgment. It is possible that estimates of costs to complete a performance obligation will be revised in the near-term based on actual progress and costs incurred. These uncertainties primarily impact the Company’s contracts in the Remediation and Reuse segment.

Time-and-materials contracts—Time-and-materials contracts contain variable consideration. However, these arrangements qualify for the “Right to Invoice” practical expedient. Under this practical expedient, the Company recognized revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company had a right to consideration from a customer in an amount that directly corresponded with the value to the customer of the Company’s performance completed to date.
Segment Reporting

Segment Reporting—Operating segments are components of an enterprise for which discrete financial reporting information is available and evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Company has identified its Chief Executive Officer as the CODM. The CODM views the Company’s operations and manages the businesses as three operating segments, which are also the Company’s reportable segments: (i) Assessment, Permitting and Response, (ii) Measurement and Analysis, and (iii) Remediation and Reuse.
Stock-Based Compensation

Stock-Based Compensation—The Company sponsors stock incentive plans that allow for issuance of employee stock options, restricted stock awards, restricted stock units and stock appreciation rights awards.

There are certain awards that were issued to non-employees in exchange for their services and are accounted for under ASC 505, Equity-Based Payments to Non-Employees. ASC 505 requires that the fair value of the equity instruments issued to a non-employee be measured on the earlier of: (i) the performance commitment date or (ii) the date the services required under the arrangement have been completed.

Certain of the performance based restricted stock units will only meet the requirements for establishing a grant date when the final calculated financial performance metrics and the amount of awards have been approved by the Company’s Board of Directors, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period.

The fair value of the remaining stock-based payment awards is expensed over the vesting period of each tranche on a straight-line basis. Any modification of an award that increases its fair value will require the Company to recognize additional expense. The fair value of stock options under its employee stock incentive plan are estimated as of the grant date using the Black-Scholes option valuation model, which is affected by its expected dividend yield, expected term and the expected share price volatility of its common shares over the expected term. No dividend rates are used in the calculation as these are not applicable to the Company. Forfeitures are recognized as incurred. Employee options are accounted for in accordance with the guidance set forth by ASC 718, Stock Based Compensation.

The fair value of stock appreciation rights is estimated at the grant date using the geometric Brownian motion model. This process has been widely used to model stock prices and is the underpinning of the Black-Scholes option pricing model and other extensions of the Random Walk Hypothesis of stock price movements and the Efficient Market Hypothesis. The stock appreciation rights were accounted for as equity classified awards and were cancelled as of December 31, 2024.
Income Taxes

Income Taxes— The Company accounts for income taxes under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enacted date.

A valuation allowance is recorded when it is more-likely-than-not some of the deferred tax assets may not be realized. Significant judgment is applied when assessing the need for a valuation allowance and the Company considers all available positive and negative evidence, including future taxable income, reversals of existing deferred tax assets and liabilities and ongoing prudent and feasible tax planning strategies in making such assessment. Should a change in circumstances lead to a change in judgment regarding the utilization of deferred tax assets in future years, the Company will adjust the related valuation allowance in the period such change in circumstances occurs.

For acquired business entities, if the Company identifies changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they relate to new information obtained about facts and circumstances existing as of the acquisition date, those changes are considered a measurement period adjustment and the offset is recorded to goodwill.

The Company records uncertain tax positions on the basis of the two-step process in which (i) it determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50.0% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined that there are no uncertain tax positions as of December 31, 2024 and 2023. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense.
Reclassifications

Reclassifications—Certain reclassifications have been made to prior period amounts in the audited consolidated financial statements to conform to the current period presentation. Within the consolidated statement of cash flows, the Company reclassified $3.1 million and ($1.1) million of provision for bad debt, $0.1 million and ($3.2) million of fair value changes and ($0.1) million and $0.3 million of other activities to other operating activities, net, for 2023 and 2022, respectively. Within the consolidated statements of convertible and redeemable Series A-2 Preferred Stock and stockholders’ equity, the Company disaggregated 443,438 shares or $8.2 million of common stock issued in 2023 to separate line items. Within Note 12, Income Taxes, in the table of significant components of deferred tax assets for 2023, the Company disaggregated (i) the employee related line item of $12.6 million into a $4.9 million accrued compensation line item and a $7.7 million equity compensation line item and (ii) the other line item of $6.8 million into a $3.4 million Section 163(j) interest limitation line item and a $0.7 million Section 174 research and experimental expenditures line item, and (iii) the allowance for bad debt line item of $0.7 million was reclassified to the other line item. Within Note 12 Income Taxes significant components of deferred tax liability for 2023, the Company reclassified $1.5 million of Section 481A adjustment into other line item. These reclassifications did not have a material impact on previously reported amounts.
Recently Adopted Accounting Pronouncements /Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

ASU 2023-07 —In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 was effective for the Company’s fiscal year beginning January 1, 2024 and required the use of a retrospective approach to all periods presented. The Company adopted the standard on January 1, 2024, and plans to adopt the standard for interim periods beginning January 1, 2025. The Company determined that such an adoption will not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU 2024-03 —In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). ASU 2024-03 is effective for the Company's fiscal year beginning January 1, 2027 and interim periods within fiscal years beginning after December 15, 2027, and allows the use of a prospective or retrospective approach. The Company plans to adopt the standard on January 1, 2027 and is currently evaluating the impact of the adoption of the standard on its consolidated financial statements.

ASU 2023-05 —In August 2023, the FASB issued ASU 2023-05 Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, under which an entity that qualifies as either a joint venture or a corporate joint venture is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture must initially measure its

assets and liabilities at fair value on the formation date. The amendments in ASU 2023-05 are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on its consolidated financial statements.

ASU 2023-09 —In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company beginning January 1, 2025 and allows the use of a prospective or retrospective approach. The Company is currently evaluating the impact of the adoption of the standard on its consolidated financial statements.
v3.25.0.1
Revenues and Accounts Receivable (Tables)
 12 Months Ended
Dec. 31, 2024
Revenues And Accounts Receivable [Abstract]  
Schedule of Contract Balances

The following table presents the Company’s contract balances as of December 31:

 

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Contract assets

 

$

52,091

 

 

$

51,629

 

Contract liabilities

 

 

9,297

 

 

 

8,132

 

 
Schedule of Accounts Receivable, Net

Accounts receivable, net consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accounts receivable, invoiced

 

$

160,976

 

 

$

115,084

 

Allowance for doubtful accounts

 

 

(2,093

)

 

 

(2,724

)

Accounts receivable, net

 

$

158,883

 

 

$

112,360

 
Schedule of Allowance for Doubtful Accounts

The allowance for doubtful accounts consisted of the following:

 

 

 

Beginning
Balance

 

 

Bad Debt
Expense
(Recovery)

 

 

Charged to
Allowance

 

 

Ending
Balance

 

  Year ended December 31, 2024

 

$

2,724

 

 

$

(146

)

 

$

(485

)

 

$

2,093

 

  Year ended December 31, 2023

 

 

1,915

 

 

 

3,142

 

 (1)

 

(2,333

)

 (1)

 

2,724

 

  Year ended December 31, 2022

 

 

4,581

 

 

 

(1,097

)

 

 

(1,569

)

 

 

1,915

 
(1)
Amount includes $2.2 million of current expected losses on the Discontinued Specialty Lab promissory note receivable as described in Note 8.
v3.25.0.1
Prepaid and Other Current Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Deposits

 

$

1,073

 

 

$

1,764

 

Prepaid expenses

 

 

10,223

 

 

 

8,085

 

Supplies

 

 

2,794

 

 

 

3,819

 

Prepaid and other current assets

 

$

14,090

 

 

$

13,668

 
v3.25.0.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

Property and equipment, net consisted of the following:

 

 

Estimated Useful Life

 

December 31, 2024

 

 

December 31, 2023

 

Lab and test equipment

7 years

 

$

24,421

 

 

$

20,341

 

Vehicles

5 years

 

 

6,360

 

 

 

6,033

 

Equipment

3-7 years

 

 

60,763

 

 

 

50,387

 

Furniture and fixtures

7 years

 

 

3,221

 

 

 

2,963

 

Leasehold improvements

7 years

 

 

14,029

 

 

 

10,808

 

Aircraft

10-20 years

 

 

12,386

 

 

 

12,312

 

Building

39 years

 

 

5,763

 

 

 

5,748

 

 

 

 

126,943

 

 

 

108,592

 

Land

 

 

 

1,089

 

 

 

1,089

 

Construction in progress

 

 

 

3,993

 

 

 

3,956

 

Less: Accumulated depreciation

 

 

 

(68,249

)

 

 

(56,812

)

Total property and equipment—net

 

 

$

63,776

 

 

$

56,825

 
v3.25.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Summary of Components of Lease Expense

The components of lease expense were as follows:

 

 

 

 

 

For the Twelve Months Ended December 31,

 

 

 

Statement of Operations Location

 

2024

 

 

2023

 

Operating lease cost

 

 

 

 

 

 

 

 

Lease cost

 

Selling, general and administrative expense

 

$

13,667

 

 

$

11,663

 

Variable lease cost

 

Selling, general and administrative expense

 

 

2,217

 

 

 

1,313

 

Lease termination gain-net(1)

 

Selling, general and administrative expense

 

 

—

 

 

 

(737

)

Total operating lease cost

 

 

 

$

15,884

 

 

$

12,239

 

 

 

 

 

 

 

 

 

Finance lease cost

 

 

 

 

 

 

 

 

Amortization of ROU assets

 

Depreciation and amortization

 

$

5,814

 

 

$

5,351

 

Interest on lease liabilities

 

Interest expense, net

 

 

611

 

 

 

655

 

Total finance lease cost

 

 

 

$

6,425

 

 

$

6,006

 

Total lease cost

 

 

 

$

22,309

 

 

$

18,245

 

 

(1)
During the year ended December 31, 2023, the Company became responsible for a lease surrender liability of $8.3 million as a result of terminating one of its newly acquired businesses' lease agreements. The lease surrender fee is payable in equal installments beginning on February 28, 2024, through December 31, 2031. The present value of the current and long term portion of the surrender fee liability of $0.5 million and $5.4 million, on a discounted basis, is included in accounts payable and other accrued liabilities and other non-current liabilities, respectively, on the consolidated statements of financial position. Upon the termination of the lease, the Company wrote off the related $2.3 million and $8.9 million, ROU asset and lease liability, respectively, and recorded a gain of $0.7 million, net of the surrender fee, within selling, general and administrative expense on the consolidated statements of operations. The outstanding lease surrender liability balance as of December 31, 2024 is $4.8 million.
Summary of Supplemental Cash Flow Information Related To Leases

Supplemental cash flows information related to leases was as follows:

 

 

 

For the Twelve Months Ended December 31,

 

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows used in operating leases

 

$

13,202

 

 

$

11,931

 

Operating cash flows used for interest related to finance leases

 

 

661

 

 

 

655

 

Financing cash flows used in finance leases

 

 

5,489

 

 

 

5,797

 

Lease liabilities arising from new ROU assets:

 

 

 

 

 

 

Operating leases

 

 

20,951

 

 

 

31,459

 

Finance leases

 

 

8,841

 

 

 

7,636

 
Summary of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates

Weighted average remaining lease terms and weighted average discount rates were:

 

 

 

December 31, 2024

 

 

 

Operating Leases

 

 

Finance Leases

 

Weighted average remaining lease term (years)

 

 

4.6

 

 

 

3.7

 

Weighted average discount rate

 

 

4.8

%

 

 

6.7

%

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

 

Operating Leases

 

 

Finance Leases

 

Weighted average remaining lease term (years)

 

 

4.4

 

 

 

3.5

 

Weighted average discount rate

 

 

4.2

%

 

 

6.3

%
Schedule of Maturities of Lease Liabilities

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year:

 

 

Operating Leases

 

 

Finance Leases

 

2025

 

$

13,067

 

 

$

5,736

 

2026

 

 

10,827

 

 

 

4,823

 

2027

 

 

7,843

 

 

 

3,801

 

2028

 

 

6,239

 

 

 

2,525

 

2029

 

 

4,889

 

 

 

1,265

 

2030 and thereafter

 

 

4,397

 

 

 

—

 

Total undiscounted future minimum lease payments

 

$

47,262

 

 

$

18,150

 

Less imputed interest

 

 

(5,037

)

 

 

(2,063

)

Total discounted future minimum lease payments

 

$

42,225

 

 

$

16,087

 
v3.25.0.1
Business Acquisitions and Dispositions (Tables)
 12 Months Ended
Dec. 31, 2024
Business Acquisition [Line Items]  
Weighted Average Useful Lives of Identifiable Intangible Assets

The weighted average useful lives of identifiable intangible assets by major intangible asset class acquired during 2024, 2023 and 2022 is as follows:

 

 

2024

 

 

2023

 

 

2022

 

Customer relationships

 

8.2

 

 

 

9.4

 

 

 

7.4

 

Covenants not to compete

 

5.0

 

 

 

4.9

 

 

 

4.1

 

Trade names

 

2.0

 

 

 

1.8

 

 

 

1.9

 

Proprietary software

 

—

 

 

 

3.0

 

 

 

—

 

Total

 

5.3

 

 

 

4.7

 

 

 

4.0

 
Summary of Supplemental Unaudited Pro-Forma Information The unaudited consolidated financial information summarized in the following table gives effect to the 2024, 2023, and 2022 acquisitions assuming they occurred on January 1, 2022. These unaudited consolidated pro forma operating results include results from certain acquired companies that have not been audited and whose accounting policies prior to acquisition may differ from those of the Company. As a result, these unaudited consolidated pro forma operating results may not be comparable to revenues and earnings had these consolidated pro forma results been audited and consistent accounting policies applied. 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, 2022, nor does the information project results for any future period.

 

 

 

For the Twelve Months Ended December 31,

 

 

 

As reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

2024

 

 

 

 

 

 

 

 

 

Revenues

 

$

696,395

 

 

$

24,559

 

 

$

720,954

 

Net (loss) income

 

$

(62,314

)

 

$

9,413

 

 

$

(52,901

)

2023

 

 

 

 

 

 

 

 

 

Revenues

 

$

624,208

 

 

$

65,798

 

 

$

690,006

 

Net (loss) income

 

$

(30,859

)

 

$

8,110

 

 

$

(22,749

)

2022

 

 

 

 

 

 

 

 

 

Revenues

 

$

544,416

 

 

$

136,133

 

 

$

680,549

 

Net (loss) income

 

$

(31,819

)

 

$

8,338

 

 

$

(23,481

)
EPIC, 2DOT, ETA, Paragon, Spirit and Origins  
Business Acquisition [Line Items]  
Summary of Elements of Purchase Price of Acquisitions

The following table summarizes the elements of the purchase price of the acquisitions completed during 2024:

 

 

 

Cash

 

 

Common Stock

 

 

Other Purchase Price Components

 

 

Contingent Consideration

 

 

Total Purchase Price

 

EPIC

 

$

19,914

 

 

$

4,748

 

 

$

587

 

 

$

11,113

 

 

$

36,362

 

2DOT

 

 

39,393

 

 

 

1,832

 

 

 

(704

)

 

 

—

 

 

 

40,521

 

ETA

 

 

1,600

 

 

 

—

 

 

 

400

 

 

 

—

 

 

 

2,000

 

Paragon

 

 

10,773

 

 

 

2,691

 

 

 

125

 

 

 

—

 

 

 

13,589

 

Spirit

 

 

16,027

 

 

 

1,441

 

 

 

(408

)

 

 

8,760

 

 

 

25,820

 

Origins

 

 

27,414

 

 

 

—

 

 

 

—

 

 

 

8,000

 

 

 

35,414

 

Total

 

$

115,121

 

 

$

10,712

 

 

$

—

 

 

$

27,873

 

 

$

153,706

 
Summary of Final Purchase Price Attributable to Acquisitions

The preliminary purchase price attributable to the 2024 acquisitions was allocated as follows:

 

 

 

EPIC

 

 

2DOT

 

 

ETA

 

 

Paragon

 

 

Spirit

 

 

Origins

 

 

Total(1)

 

Cash

 

$

1,045

 

 

$

143

 

 

$

—

 

 

$

242

 

 

$

605

 

 

$

—

 

 

$

2,035

 

Accounts receivable and contract assets

 

 

1,772

 

 

 

740

 

 

 

—

 

 

 

3,188

 

 

 

2,393

 

 

 

—

 

 

 

8,093

 

Other current assets

 

 

78

 

 

 

—

 

 

 

—

 

 

 

85

 

 

 

119

 

 

 

—

 

 

 

282

 

Current assets

 

$

2,895

 

 

$

883

 

 

$

—

 

 

$

3,515

 

 

$

3,117

 

 

$

—

 

 

$

10,410

 

Property and equipment

 

 

43

 

 

 

—

 

 

 

—

 

 

 

341

 

 

 

145

 

 

 

1,787

 

 

 

2,316

 

Operating lease right-of-use asset

 

 

280

 

 

 

301

 

 

 

—

 

 

 

1,798

 

 

 

693

 

 

 

552

 

 

 

3,624

 

Customer relationships

 

 

12,053

 

 

 

9,521

 

 

 

—

 

 

 

4,209

 

 

 

4,090

 

 

 

7,305

 

 

 

37,178

 

Trade names

 

 

523

 

 

 

200

 

 

 

—

 

 

 

350

 

 

 

280

 

 

 

332

 

 

 

1,685

 

Covenants not to compete

 

 

1,817

 

 

 

2,940

 

 

 

—

 

 

 

45

 

 

 

700

 

 

 

87

 

 

 

5,589

 

Goodwill

 

 

25,102

 

 

 

27,273

 

 

 

2,000

 

 

 

6,444

 

 

 

18,285

 

 

 

25,903

 

 

 

105,007

 

Total assets

 

$

42,713

 

 

$

41,118

 

 

$

2,000

 

 

$

16,702

 

 

$

27,310

 

 

$

35,966

 

 

$

165,809

 

Current liabilities

 

 

1,994

 

 

 

404

 

 

 

—

 

 

 

1,572

 

 

 

1,490

 

 

 

—

 

 

 

5,460

 

Deferred tax liability

 

 

4,214

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,214

 

Operating lease liability—net of current portion

 

 

—

 

 

 

193

 

 

 

—

 

 

 

1,513

 

 

 

—

 

 

 

552

 

 

 

2,258

 

Other non-current liabilities

 

 

143

 

 

 

—

 

 

 

—

 

 

 

28

 

 

 

—

 

 

 

—

 

 

 

171

 

Total liabilities

 

$

6,351

 

 

$

597

 

 

$

—

 

 

$

3,113

 

 

$

1,490

 

 

$

552

 

 

$

12,103

 

Purchase price

 

$

36,362

 

 

$

40,521

 

 

$

2,000

 

 

$

13,589

 

 

$

25,820

 

 

$

35,414

 

 

$

153,706

 

 

(1)
The Company is continuing to obtain information to complete the valuation of certain of these acquisitions' assets and liabilities.
Frontier, EAI, GreenPath, Matrix, Vandrensning  
Business Acquisition [Line Items]  
Summary of Elements of Purchase Price of Acquisitions

The following table summarizes the elements of the purchase price of the acquisitions completed during 2023:

 

 

Cash

 

 

Common
Stock

 

 

Other
Purchase
Price
Components

 

 

Contingent
Consideration

 

 

Total
Purchase
Price

 

2023 Acquisitions

 

$

68,640

 

 

$

2,598

 

 

$

1,603

 

 

$

1,096

 

 

$

73,937

 
Summary of Final Purchase Price Attributable to Acquisitions

The final purchase price attributable to the 2023 acquisitions was allocated as follows:

 

 

2023 Acquisitions (As Initially Reported)

 

 

2024 Measurement Period Adjustments

 

 

2024 (Final Amount)

 

Cash

 

$

2,453

 

 

 

—

 

 

$

2,453

 

Accounts receivable and contract assets

 

 

19,174

 

 

 

—

 

 

 

19,174

 

Other current assets

 

 

2,185

 

 

 

—

 

 

 

2,185

 

Current assets

 

 

23,812

 

 

 

—

 

 

 

23,812

 

Property and equipment

 

 

3,936

 

 

 

—

 

 

 

3,936

 

Operating lease right-of-use asset

 

 

4,825

 

 

 

—

 

 

 

4,825

 

Customer relationships

 

 

19,962

 

 

 

—

 

 

 

19,962

 

Trade names

 

 

2,373

 

 

 

—

 

 

 

2,373

 

Covenants not to compete

 

 

2,708

 

 

 

—

 

 

 

2,708

 

Other intangible assets

 

 

444

 

 

 

—

 

 

 

444

 

Goodwill

 

 

40,786

 

 

 

(866

)

 

 

39,920

 

Total assets

 

 

98,846

 

 

 

(866

)

 

 

97,980

 

Current liabilities

 

 

11,557

 

 

 

—

 

 

 

11,557

 

Operating lease liability—net of current portion

 

 

10,357

 

 

 

—

 

 

 

10,357

 

Deferred tax liability

 

 

1,999

 

 

 

—

 

 

 

1,999

 

Other non-current liabilities

 

 

130

 

 

 

—

 

 

 

130

 

Total liabilities

 

 

24,043

 

 

 

—

 

 

 

24,043

 

Purchase price

 

$

74,803

 

 

$

(866

)

 

$

73,937

 
EnvStd, Huco, IAG, TriAD and AirKinetics  
Business Acquisition [Line Items]  
Summary of Elements of Purchase Price of Acquisitions

The following table summarizes the elements of the purchase price of the acquisitions completed during 2022:

 

 

Cash

 

 

Other
Purchase
Price
Components

 

 

Other
Purchase
Price
Components
Long Term

 

 

Contingent
Consideration

 

 

Total
Purchase
Price

 

Environmental Standards

 

$

14,473

 

 

$

544

 

 

$

—

 

 

$

1,166

 

 

$

16,183

 

All other 2022 acquisitions

 

 

15,271

 

 

 

1,134

 

(1)

 

—

 

 

 

1,500

 

 

 

17,905

 

   Total

 

$

29,744

 

 

$

1,678

 

 

$

—

 

 

$

2,666

 

 

$

34,088

 

___________________________

(1)
Amounts do not consider measurement period adjustments of $0.2 million recorded during 2023. See column "All Other 2022 Acquisitions Measurement Period Adjustments during 2023" in table below for further details.
Summary of Final Purchase Price Attributable to Acquisitions

The final purchase price attributable to the 2022 acquisitions was allocated as follows:

 

 

Environmental Standards

 

 

All Other 2022 Acquisitions
(As Initially Reported)

 

 

All Other 2022 Acquisitions Measurement Period Adjustments during 2023

 

 

All Other 2022 Acquisitions
(As Adjusted)

 

 

Total

 

Cash

 

$

295

 

 

$

824

 

 

$

—

 

 

$

824

 

 

$

1,119

 

Accounts receivable and contract assets

 

 

5,200

 

 

 

2,646

 

 

 

—

 

 

 

2,646

 

 

 

7,846

 

Other current assets

 

 

456

 

 

 

116

 

 

 

—

 

 

 

116

 

 

 

572

 

Current assets

 

 

5,951

 

 

 

3,586

 

 

 

—

 

 

 

3,586

 

 

 

9,537

 

Property and equipment

 

 

168

 

 

 

15

 

 

 

—

 

 

 

15

 

 

 

183

 

Operating lease right-of-use asset—net

 

 

2,895

 

 

 

215

 

 

 

—

 

 

 

215

 

 

 

3,110

 

Customer relationships

 

 

5,807

 

 

 

5,812

 

 

 

—

 

 

 

5,812

 

 

 

11,619

 

Trade names

 

 

1,010

 

 

 

639

 

 

 

—

 

 

 

639

 

 

 

1,649

 

Covenants not to compete

 

 

269

 

 

 

650

 

 

 

—

 

 

 

650

 

 

 

919

 

Goodwill

 

 

4,131

 

 

 

8,412

 

 

 

(159

)

 

 

8,253

 

 

 

12,384

 

Total assets

 

 

20,231

 

 

 

19,329

 

 

 

(159

)

 

 

19,170

 

 

 

39,401

 

Current liabilities

 

 

1,720

 

 

 

1,314

 

 

 

—

 

 

 

1,314

 

 

 

3,034

 

Operating lease liability—net of current portion

 

 

2,328

 

 

 

110

 

 

 

—

 

 

 

110

 

 

 

2,438

 

Total liabilities

 

 

4,048

 

 

 

1,424

 

 

 

—

 

 

 

1,424

 

 

 

5,472

 

Purchase price

 

$

16,183

 

 

$

17,905

 

 

$

(159

)

 

$

17,746

 

 

$

33,929

 
v3.25.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Amounts Related to Goodwill

Amounts related to goodwill are as follows:

 

 

 

Assessment, Permitting and Response

 

 

Measurement and Analysis

 

 

Remediation and Reuse

 

 

Total

 

Balance as of December 31, 2023

 

$

184,946

 

 

$

93,890

 

 

$

85,613

 

 

$

364,449

 

Goodwill acquired during the period

 

 

20,285

 

 

 

25,903

 

 

 

58,819

 

 

 

105,007

 

Other changes in carrying amounts during the period

 

 

—

 

 

 

(933

)

 

 

(734

)

 

 

(1,667

)

Balance as of December 31, 2024

 

$

205,231

 

 

$

118,860

 

 

$

143,698

 

 

$

467,789

 

 
Schedule of Amounts Related to Finite-Lived Intangible Assets

Amounts related to finite-lived intangible assets are as follows:

 

December 31, 2024

 

Estimated Useful Life

 

Gross Balance

 

 

Accumulated Amortization

 

 

Total Intangible Assets—Net

 

Customer relationships

 

2-15 years

 

$

264,477

 

 

$

138,787

 

 

$

125,690

 

Covenants not to compete

 

4-5 years

 

 

41,758

 

 

 

33,898

 

 

 

7,860

 

Trade names

 

1-5 years

 

 

25,939

 

 

 

23,375

 

 

 

2,564

 

Proprietary software

 

3-5 years

 

 

28,428

 

 

 

23,489

 

 

 

4,939

 

Patent

 

16 years

 

 

17,479

 

 

 

5,776

 

 

 

11,703

 

Total other intangible assets, net

 

 

 

$

378,081

 

 

$

225,325

 

 

$

152,756

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Estimated Useful Life

 

Gross Balance

 

 

Accumulated Amortization

 

 

Total Intangible Assets—Net

 

Customer relationships

 

2-15 years

 

$

227,986

 

 

$

116,226

 

 

$

111,760

 

Covenants not to compete

 

4-5 years

 

 

36,250

 

 

 

30,889

 

 

 

5,361

 

Trade names

 

1-5 years

 

 

24,434

 

 

 

20,719

 

 

 

3,714

 

Proprietary software

 

3-5 years

 

 

26,486

 

 

 

19,309

 

 

 

7,177

 

Patent

 

16 years

 

 

17,479

 

 

 

4,678

 

 

 

12,801

 

Total other intangible assets, net

 

 

 

$

332,635

 

 

$

191,821

 

 

$

140,813

 
Schedule of Future Amortization Expense

Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31:

 

December 31,

 

 

 

2025

 

$

29,851

 

2026

 

 

24,617

 

2027

 

 

23,504

 

2028

 

 

17,790

 

2029

 

 

12,424

 

Thereafter

 

 

44,570

 

Total

 

$

152,756

 
v3.25.0.1
Accounts Payable and Other Accrued Liabilities (Tables)
 12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Summary of Accounts Payable and Other Accrued Liabilities

Accounts payable and other accrued liabilities consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accounts payable

 

$

33,424

 

 

$

31,053

 

Accrued expenses

 

 

16,190

 

 

 

16,059

 

Other business acquisitions purchase price obligations

 

 

568

 

 

 

1,022

 

Contract liabilities

 

 

9,297

 

 

 

8,132

 

Other current liabilities

 

 

4,225

 

 

 

3,654

 

Total accounts payable and other accrued liabilities

 

$

63,704

 

 

$

59,920

 
v3.25.0.1
Accrued Payroll and Benefits (Tables)
 12 Months Ended
Dec. 31, 2024
Statement of Financial Position [Abstract]  
Schedule of Accrued Payroll and Benefits

Accrued payroll and benefits consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accrued bonuses

 

$

14,433

 

 

$

18,453

 

Accrued paid time off

 

 

4,214

 

 

 

1,316

 

Accrued payroll

 

 

11,969

 

 

 

11,814

 

Accrued other

 

 

3,632

 

 

 

3,077

 

Total accrued payroll and benefits

 

$

34,248

 

 

$

34,660

 
v3.25.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Summary of Geographical Breakdown of Income Before Provision for (Loss) Income Taxes

The following is a geographical breakdown of income before the provision for (loss) income taxes as of December 31:

 

 

 

2024

 

 

2023

 

 

2022

 

Pre-tax (loss) income:

 

 

 

 

 

 

 

 

 

Federal

 

$

(54,860

)

 

$

(35,111

)

 

$

(27,991

)

Foreign

 

 

542

 

 

 

3,272

 

 

 

(1,578

)

Total

 

 

(54,318

)

 

 

(31,839

)

 

 

(29,569

)
Summary of Income Tax Expense (Benefit)

Income tax expense (benefit) for the years ended December 31, is comprised of the following:

 

 

 

2024

 

 

2023

 

 

2022

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

244

 

 

$

—

 

 

$

—

 

State

 

 

817

 

 

 

1,840

 

 

 

664

 

Foreign

 

 

1,887

 

 

 

(1,131

)

 

 

58

 

Total

 

 

2,948

 

 

 

709

 

 

 

722

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

1,160

 

 

 

(438

)

 

 

517

 

State

 

 

1,850

 

 

 

(960

)

 

 

1,726

 

Foreign

 

 

2,038

 

 

 

(291

)

 

 

(715

)

Total

 

 

5,048

 

 

 

(1,689

)

 

 

1,528

 

Income tax expense (benefit)

 

$

7,996

 

 

$

(980

)

 

$

2,250

 
Schedule of Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities as of December 31, are as follows:

 

 

 

2024

 

 

2023

 

Deferred tax assets:

 

 

 

 

 

 

Net operating losses

 

$

14,021

 

 

$

14,200

 

Section 163(j) interest limitation

 

 

7,627

 

 

 

3,367

 

Equity compensation

 

 

7,669

 

 

 

7,665

 

Contingent consideration

 

 

9,007

 

 

 

10,294

 

ROU assets

 

 

14,986

 

 

 

11,529

 

Accrued compensation

 

 

4,117

 

 

 

4,961

 

Transaction costs

 

 

2,525

 

 

 

2,347

 

Section 174 Research & Experimental

 

 

1,312

 

 

 

740

 

Other

 

 

6,593

 

 

 

3,472

 

Total deferred tax asset

 

 

67,857

 

 

 

58,575

 

Deferred tax liabilities:

 

 

 

 

 

 

Intangible assets

 

 

(22,399

)

 

 

(15,005

)

Property and equipment

 

 

(13,944

)

 

 

(11,086

)

Lease liabilities

 

 

(15,274

)

 

 

(11,140

)

Interest rate swap

 

 

(402

)

 

 

(900

)

Other

 

 

(1,529

)

 

 

(2,479

)

Total deferred tax liability

 

 

(53,548

)

 

 

(40,610

)

Valuation allowance

 

 

(27,621

)

 

 

(24,029

)

Net deferred tax liability

 

$

(13,312

)

 

$

(6,064

)
Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, is as follows:

 

 

 

2024

 

 

2023

 

 

2022

 

 

Expected tax at federal statutory rate

 

 

21.00

 

%

 

21.00

 

%

 

21.00

 

%

State tax net of federal benefit

 

 

2.80

 

 

 

(9.12

)

 

 

2.42

 

 

Non-deductible expenses

 

 

(1.37

)

 

 

(2.24

)

 

 

(0.34

)

 

Equity compensation

 

 

(2.80

)

 

 

(1.71

)

 

 

(16.95

)

 

Embedded derivatives

 

 

(0.47

)

 

 

4.47

 

 

 

(1.90

)

 

Transaction costs

 

 

(0.60

)

 

 

4.47

 

 

 

0.00

 

 

Foreign taxes

 

 

(0.33

)

 

 

0.97

 

 

 

0.05

 

 

Federal deferred tax adjustment

 

 

(19.52

)

 

 

(30.42

)

 

 

0.00

 

 

Change in valuation allowance

 

 

(7.36

)

 

 

19.23

 

 

 

(12.13

)

 

Global intangible low-taxed income

 

 

(2.60

)

 

 

(3.39

)

 

 

0.00

 

 

Federal tax return true-up

 

 

(3.81

)

 

 

—

 

 

 

—

 

 

Other

 

 

0.61

 

 

 

0.07

 

 

 

0.18

 

 

Effective income tax rate

 

 

(14.45

)

%

 

3.33

 

%

 

(7.67

)

%
v3.25.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Debt

Debt consisted of the following:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Term loan facility

 

$

189,218

 

 

$

154,219

 

Revolving line of credit

 

 

25,191

 

 

 

—

 

Aircraft loan

 

 

9,272

 

 

 

10,344

 

Less deferred debt issuance costs

 

 

(997

)

 

 

(1,379

)

Total debt

 

$

222,684

 

 

$

163,184

 

Less current portion of long-term debt

 

 

(17,866

)

 

 

(14,196

)

Long-term debt, less current portion

 

$

204,818

 

 

$

148,988

 

 
Summary of Term Loan Amortization

The 2021 Credit Facility term loan must be repaid in quarterly installments and shall amortize at the following future quarterly rates:

 

 

Quarterly Installment Rate

Date

2021 Credit Facility Term Loan

Additional Term Loan

March 31, 2025

1.88%

1.25%

June 30, 2025

1.88%

1.25%

September 30, 2025

1.88%

1.25%

December 31, 2025

2.50%

1.25%

March 31, 2026

2.50%

1.88%

April 27, 2026

Remaining balance

Remaining balance

 
Summary of 2021 Credit Facility Interest Rate Subject to Leverage Ratio and SOFR

The 2021 Credit Facility term loan and the revolving credit facility bear interest subject to the applicable spread based on the Company’s leverage ratio and SOFR plus 0.10% as follows:

 

Pricing Tier

 

Consolidated
Leverage Ratio

 

Senior Credit Facilities
SOFR Spread

 

 

Senior Credit Facilities
Base Rate Spread

 

 

Commitment
Fee

 

 

Letter of Credit Fee

 

 

1

 

≥ 3.75x to 1.0

 

 

2.50

 

%

 

1.50

 

%

 

0.25

 

%

 

2.50

 

%

2

 

< 3.75x to 1.0 but ≥ 3.25 to 1.0

 

 

2.25

 

 

 

1.25

 

 

 

0.23

 

 

 

2.25

 

 

3

 

<3.25x to 1.0 but ≥ 2.50 to 1.0

 

 

2.00

 

 

 

1.00

 

 

 

0.20

 

 

 

2.00

 

 

4

 

<2.50x to 1.0 but ≥ 1.75 to 1.0

 

 

1.75

 

 

 

0.75

 

 

 

0.15

 

 

 

1.75

 

 

5

 

<1.75x to 1.0

 

 

1.50

 

 

 

0.50

 

 

0.15

 

 

 

1.50

 

 
Schedule of Aggregate Annual Maturities of Long-Term Debt

The following is a schedule of the aggregate annual maturities of long-term debt presented on the consolidated statement of financial position, gross of deferred debt issuance cost of $1.0 million, based on the terms of the 2021 Credit Facility and the Aircraft Loan:

 

 

 

2021 Credit Facility

 

 

 

 

 

December 31,

 

Term Loan

 

Revolver

 

Aircraft Loan

 

Total

 

2025

 

$

16,718

 

 

 

$

1,148

 

$

17,866

 

2026

 

 

172,500

 

 

25,191

 

 

1,230

 

 

198,921

 

2027

 

 

—

 

 

—

 

 

1,318

 

 

1,318

 

2028

 

 

—

 

 

—

 

 

5,576

 

 

5,576

 

Total

 

$

189,218

 

$

25,191

 

$

9,272

 

$

223,681

 
v3.25.0.1
Fair Value of Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Level 3) he following financial assets and liabilities are measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

 

December 31, 2024

 

 

December 31, 2023

 

Interest rate swap(1)

$

1,544

 

 

$

3,461

 

Total Assets

$

1,544

 

 

$

3,461

 

 

 

 

 

 

 

Business acquisitions contingent consideration, current

$

26,872

 

 

$

3,592

 

Business acquisitions contingent consideration, long-term

$

6,255

 

 

$

2,448

 

Conversion option

$

20,224

 

 

$

19,017

 

Total Liabilities

$

53,351

 

 

$

25,057

 

 

(1) Included in other assets in the consolidated statement of financial position.
Summary of Financial Instruments Measured at Fair Value on Recurring Basis

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis:

 

 

Interest Rate Swap

 

 

Total Assets

 

 

Business Acquisitions Contingent Consideration, Current

 

 

Business Acquisitions Contingent Consideration, Long-term

 

 

Conversion Option

 

 

Total Liabilities

 

Balance as of December 31, 2021

$

—

 

 

$

—

 

 

$

31,450

 

 

$

4,350

 

 

$

23,081

 

 

$

58,881

 

Acquisitions

 

—

 

 

 

—

 

 

 

—

 

 

 

2,666

 

 

 

—

 

 

 

2,666

 

Changes in fair value included in earnings

 

6,046

 

 

 

6,046

 

 

 

500

 

 

 

(196

)

 

 

2,650

 

 

 

2,954

 

Payment of contingent consideration payable

 

—

 

 

 

—

 

 

 

(30,515

)

 

 

—

 

 

 

—

 

 

 

(30,515

)

Reclass of long term to short term contingent liabilities

 

—

 

 

 

—

 

 

 

2,366

 

 

 

(2,366

)

 

 

—

 

 

 

—

 

Balance as of December 31, 2022

$

6,046

 

 

$

6,046

 

 

$

3,801

 

 

$

4,454

 

 

$

25,731

 

 

$

33,986

 

Acquisitions

 

—

 

 

 

—

 

 

 

397

 

 

 

730

 

 

 

—

 

 

 

1,127

 

Changes in fair value included in earnings

 

(2,585

)

 

 

(2,585

)

 

 

(174

)

 

 

(22

)

 

 

(6,714

)

 

 

(6,910

)

Payment of contingent consideration payable

 

—

 

 

 

—

 

 

 

(3,146

)

 

 

—

 

 

 

—

 

 

 

(3,146

)

Reclass of long term to short term contingent liabilities

 

—

 

 

 

—

 

 

 

2,714

 

 

 

(2,714

)

 

 

—

 

 

 

—

 

Balance as of December 31, 2023

$

3,461

 

 

$

3,461

 

 

$

3,592

 

 

$

2,448

 

 

$

19,017

 

 

$

25,057

 

Acquisitions

 

—

 

 

 

—

 

 

 

5,104

 

 

 

22,899

 

 

 

 

 

 

28,003

 

Changes in fair value included in earnings

 

(1,917

)

 

 

(1,917

)

 

 

1,879

 

 

 

(1,345

)

 

 

1,207

 

 

 

1,741

 

Payment of contingent consideration payable

 

—

 

 

 

—

 

 

 

(1,450

)

 

 

—

 

 

 

—

 

 

 

(1,450

)

Reclass of long term to short term contingent liabilities

 

—

 

 

 

—

 

 

 

17,747

 

 

 

(17,747

)

 

 

—

 

 

 

—

 

Balance as of December 31, 2024

$

1,544

 

 

$

1,544

 

 

$

26,872

 

 

$

6,255

 

 

$

20,224

 

 

$

53,351

 
v3.25.0.1
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2024
Schedule of Share Authorized to be Issue and Available for Grant The following number of shares were authorized to be issued and available for grant as of:

 

 

December 31, 2024

 

 

2017 Plan

 

 

2013 Plan

 

 

Total

 

Shares authorized to be issued

 

7,538,276

 

 

 

2,036,219

 

 

 

9,574,495

 

Shares available for grant(1)

 

1,683,352

 

 

 

—

 

 

 

1,683,352

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

2017 Plan

 

 

2013 Plan

 

 

Total

 

Shares authorized to be issued

 

6,330,713

 

 

 

2,036,219

 

 

 

8,366,932

 

Shares available for grant(1)

 

662,662

 

 

 

—

 

 

 

662,662

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

2017 Plan

 

 

2013 Plan

 

 

Total

 

Shares authorized to be issued

 

5,140,112

 

 

 

2,037,019

 

 

 

7,177,131

 

Shares available for grant(1)

 

367,243

 

 

 

—

 

 

 

367,243

 

 

(1) In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant as of December 31, 2022 and 2023 excluded awards of stock appreciation rights approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” below for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.

Schedule of Stock Compensation Expense

Total stock compensation expense for the Plans was as follows:

 

 

Year Ended December 31, 2024

 

 

Options

 

 

RSUs

 

 

SARs

 

 

Total

 

Cost of revenue

$

1,223

 

 

$

3,578

 

 

$

—

 

 

$

4,801

 

Selling, general and administrative expense

 

2,571

 

 

 

30,088

 

 

 

27,205

 

 

 

59,864

 

Total

$

3,794

 

 

$

33,666

 

 

$

27,205

 

 

$

64,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2023

 

 

Options

 

 

RSUs

 

 

SARs

 

 

Total

 

Cost of revenue

$

1,685

 

 

$

1,661

 

 

$

—

 

 

$

3,346

 

Selling, general and administrative expense

 

4,885

 

 

 

29,851

 

 

 

9,185

 

 

 

43,921

 

Total

$

6,570

 

 

$

31,512

 

 

$

9,185

 

 

$

47,267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2022

 

 

Options

 

 

RSUs

 

 

SARs

 

 

Total

 

Cost of revenue

$

1,507

 

 

$

—

 

 

$

—

 

 

$

1,507

 

Selling, general and administrative expense

 

8,531

 

 

 

23,972

 

 

 

9,280

 

 

 

41,783

 

Total

$

10,038

 

 

$

23,972

 

 

$

9,280

 

 

$

43,290

 

 
Summary of Performance Hurdles The performance hurdles were to be deemed achieved if the average trading price per share of the Company’s common stock equaled or exceeded the following stock prices:

 

SARs Stock Price Performance Hurdle

 

Portion of SARs Subject to Performance Hurdle

$

133.58

 

1/3

$

166.98

 

1/3

$

200.37

 

1/3
Summary of Weighted Average Assumptions Used in Black-Sholes Option-pricing Model

The following weighted-average assumptions were used in the Black-Scholes option-pricing model calculation for the prior years. There were no stock options granted in 2024.

 

 

December 31, 2023

 

 

December 31, 2022

 

Common stock value (per share)

$

32.41

 

 

$

43.74

 

Expected volatility

 

33.55

%

 

 

33.44

%

Risk-free interest rate

 

3.77

%

 

 

2.03

%

Expected life (years)

 

7.00

 

 

 

6.98

 

Forfeiture rate

None

 

 

None

 

Dividend rate

None

 

 

None

 

 
Schedule of Common Stock Reserved for Future Issuance The Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following:

 

 

December 31,

 

 

2024

 

 

2023

 

 

2022

 

Montrose 2013 Stock Incentive Plan

 

680,889

 

 

 

792,191

 

 

 

855,695

 

Montrose 2017 Stock Incentive Plan(1)

 

6,645,618

 

 

 

8,647,656

 

 

 

7,724,524

 

 

7,326,507

 

 

 

9,439,847

 

 

 

8,580,219

 

 

(1) In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares reserved for future issuance as of December 31, 2022 and 2023 includes awards of SARs approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” above for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.

Montrose Amended & Restated 2017 Stock Incentive Plan  
Schedule of Restricted Stock Activity

RSA and RSU activity was as follows:

 

Year Ended December 31, 2024

 

 

2024

 

 

2023

 

 

2022

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

Beginning outstanding shares

 

2,468,722

 

 

 

 

 

 

1,777,715

 

 

 

 

 

 

1,696,923

 

 

 

 

Granted

 

359,749

 

 

$

39.75

 

 

 

793,133

 

 

$

34.33

 

 

 

106,324

 

 

$

46.82

 

Forfeited/ cancelled

 

(56,921

)

 

$

37.32

 

 

 

(11,311

)

 

$

32.13

 

 

 

—

 

 

$

—

 

Vested

 

(154,491

)

 

$

36.82

 

 

 

(90,815

)

 

$

36.77

 

 

 

(25,532

)

 

$

31.27

 

Ending outstanding shares

 

2,617,059

 

 

 

 

 

 

2,468,722

 

 

 

 

 

 

1,777,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Summary of Stock Option Activity The following summarizes the options activity of the 2017 Plan for the years ended December 31, 2024, 2023 and 2022:

 

 

Options to Purchase Common Stock

 

 

Weighted-Average Exercise Price per Share

 

 

Weighted Average Grant Date Fair Value per Share

 

 

Weighted Average Remaining Contract Life (in Years)

 

 

Aggregate Intrinsic Value of In-The-Money Options

 

Outstanding as of December 31, 2021

 

2,036,729

 

 

$

26.00

 

 

$

14.00

 

 

 

8.3

 

 

$

91,030

 

Granted

 

698,534

 

 

 

43.74

 

 

 

16.34

 

 

 

—

 

 

 

—

 

Forfeited/ cancelled

 

(96,211

)

 

 

32.19

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(59,486

)

 

 

23.27

 

 

 

—

 

 

 

—

 

 

 

1,398

 

Outstanding as of December 31, 2022

 

2,579,566

 

 

$

31.00

 

 

$

15.00

 

 

 

7.8

 

 

$

37,295

 

Granted

 

253,980

 

 

 

32.41

 

 

 

13.98

 

 

 

—

 

 

 

—

 

Forfeited/ cancelled

 

(134,170

)

 

 

36.01

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

(6,450

)

 

 

32.03

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(176,654

)

 

 

24.12

 

 

 

—

 

 

 

—

 

 

 

3,726

 

Outstanding as of December 31, 2023

 

2,516,272

 

 

$

30.92

 

 

$

15.95

 

 

 

7.0

 

 

$

13,825

 

Forfeited/ cancelled

 

(78,130

)

 

 

38.57

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

(37,825

)

 

 

41.90

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(55,110

)

 

 

25.48

 

 

 

—

 

 

 

—

 

 

 

776

 

Outstanding as of December 31, 2024

 

2,345,207

 

 

$

30.62

 

 

$

16.32

 

 

 

6.0

 

 

$

776

 

Exercisable as of December 31, 2024

 

1,966,557

 

 

$

28.87

 

 

 

 

 

 

5.7

 

 

$

2,188

 
Montrose Amended and Restated 2013 Stock Option Plan  
Summary of Stock Option Activity The following summarizes the activity of the 2013 Plan for the years ended December 31, 2024, 2023 and 2022:

 

 

Options to Purchase Common Stock

 

 

Weighted-Average Exercise Price per Share

 

 

Weighted Average Grant Date Fair Value per Share

 

 

Weighted Average Remaining Contract Life (in Years)

 

 

Aggregate Intrinsic Value of In-The-Money Options

 

Outstanding as of December 31, 2021

 

897,674

 

 

$

6.00

 

 

$

2.00

 

 

 

4.4

 

 

$

57,529

 

Granted

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited/ cancelled

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

(125

)

 

 

6.03

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(41,854

)

 

 

6.19

 

 

 

—

 

 

 

—

 

 

 

1,626

 

Outstanding as of December 31, 2022

 

855,695

 

 

$

6.00

 

 

$

2.10

 

 

 

3.3

 

 

$

32,478

 

Expired

 

(800

)

 

 

6.03

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(62,704

)

 

 

6.82

 

 

 

—

 

 

 

—

 

 

 

1,950

 

Outstanding as of December 31, 2023

 

792,191

 

 

$

6.40

 

 

$

2.16

 

 

 

2.4

 

 

$

20,380

 

Forfeited/ cancelled

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

(111,302

)

 

 

5.87

 

 

 

—

 

 

 

—

 

 

 

3,042

 

Outstanding as of December 31, 2024

 

680,889

 

 

$

6.49

 

 

$

2.51

 

 

 

1.5

 

 

$

8,211

 

Exercisable as of December 31, 2024

 

680,889

 

 

$

6.49

 

 

 

 

 

 

1.5

 

 

$

8,211

 
v3.25.0.1
Net Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Net loss

 

$

(62,314

)

 

$

(30,859

)

 

$

(31,819

)

Convertible and redeemable Series A-2 Preferred Stock dividend

 

 

(11,064

)

 

 

(16,400

)

 

 

(16,400

)

Net loss attributable to common stockholders – basic and diluted

 

 

(73,378

)

 

 

(47,259

)

 

 

(48,219

)

Weighted-average number of shares of common stock outstanding – basic and diluted

 

 

33,061

 

 

 

30,058

 

 

 

29,688

 

Net loss per share attributable to common stockholders – basic and diluted

 

$

(2.22

)

 

$

(1.57

)

 

$

(1.62

)
Common Stock Equivalents Excluded from Calculation of Diluted Loss Per Share Attributable to Common Stockholders

The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the years ended December 31:

 

 

 

December 31,

 

 

 

2024(1)

 

 

2023(1)

 

 

2022(1)

 

Stock options

 

 

3,026,096

 

 

 

3,308,463

 

 

 

3,435,261

 

Restricted stock

 

 

2,617,059

 

 

 

2,468,722

 

 

 

1,777,715

 

Series A-2 Preferred Stock

 

 

4,293,793

 

 

 

5,952,609

 

 

 

4,983,282

 

SARs(2)

 

 

—

 

 

 

3,000,000

 

 

 

3,000,000

 

 

(1)
Includes 2,374,716, 7,660,169 and 6,886,942 shares underlying equity awards that were out of the money as of December 31, 2024, 2023 and 2022, respectively.
(2)
Effective December 31, 2024, the Board of Directors approved the SAR Cancellation (Note 17).
v3.25.0.1
Segment Information and Geographic Location Information (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Components of Segment Revenues, Segment Expenses and Segment Adjusted EBITDA

Segment revenues, Segment Expenses and Segment Adjusted EBITDA were as follows:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

Segment Revenues

 

 

Segment Expenses

 

 

Segment Adjusted EBITDA

 

 

Segment Revenues

 

 

Segment Expenses

 

 

Segment Adjusted EBITDA

 

 

Segment Revenues

 

 

Segment Expenses

 

 

Segment Adjusted EBITDA(2)

 

Assessment, Permitting and Response

 

$

214,850

 

 

$

166,830

 

 

$

48,020

 

 

$

220,727

 

 

$

168,579

 

 

$

52,148

 

 

$

187,234

 

 

$

149,776

 

 

$

37,458

 

Measurement and Analysis (1)

 

 

224,366

 

 

 

173,845

 

 

 

50,521

 

 

 

197,095

 

 

 

159,878

 

 

 

37,217

 

 

 

172,432

 

 

 

140,844

 

 

 

31,588

 

Remediation and Reuse

 

 

257,179

 

 

 

218,840

 

 

 

38,339

 

 

 

206,386

 

 

 

179,299

 

 

 

27,087

 

 

 

184,750

 

 

 

154,134

 

 

 

30,616

 

Total Reportable Segments

 

$

696,395

 

 

 

 

 

$

136,880

 

 

$

624,208

 

 

 

 

 

$

116,452

 

 

$

544,416

 

 

 

 

 

$

99,662

 
(1)
Includes revenue of zero, $8.8 million and $17.0 million and Adjusted EBITDA of zero, $2.1 million and $6.4 million from the Discontinued Specialty Lab for the years ended December 31, 2024, 2023, and 2022, respectively.
(2)
Includes the add back of start-up losses and investment in new services of $2.3 million.
Reconciliation of Segment Measure to Net Loss

Presented below is a reconciliation of the Company’s segment measure to net loss for the years ended December 31:

 

 

 

For the Year Ended December 31,

 

 

 

 

2024

 

 

2023

 

 

2022

 

 

Total Reportable Segments

 

$

136,880

 

 

$

116,452

 

 

$

99,662

 

 

Corporate and Other

 

 

(41,092

)

 

 

(37,876

)

 

 

(31,212

)

 

Interest expense, net

 

 

(15,862

)

 

 

(7,793

)

 

 

(5,239

)

 

Depreciation and amortization

 

 

(52,762

)

 

 

(45,780

)

 

 

(47,479

)

 

Stock-based compensation

 

 

(64,665

)

 

 

(47,267

)

 

 

(43,290

)

 

Start-up losses and investment in new services

 

 

—

 

 

 

—

 

 

 

(2,277

)

 

Acquisition costs

 

 

(7,827

)

 

 

(6,930

)

 

 

(1,891

)

 

Fair value changes in financial instruments

 

 

(3,124

)

 

 

4,129

 

 

 

3,396

 

 

Fair value changes in business acquisition contingencies

 

 

(534

)

 

 

(84

)

 

 

3,227

 

 

Expenses related to financing transactions

 

 

(317

)

 

 

(35

)

 

 

(7

)

 

Discontinued Specialty Lab(1)

 

 

(692

)

 

 

(6,112

)

 

 

—

 

 

Other losses or expenses

 

 

(4,323

)

(2)

 

(543

)

(3)

 

(4,459

)

(4)

Loss before expense from income taxes

 

$

(54,318

)

 

$

(31,839

)

 

$

(29,569

)

 

 

(1)
Amounts consist of operating losses before depreciation related to the Discontinued Specialty Lab.
(2)
Amounts are primarily comprised of non-recurring costs to centralize certain back-office functions, lease abandonment costs, and third party expenses associated with the independent review and analysis of assertions in a short seller report regarding the Company.
(3)
Amounts are comprised of expenses related to an aircraft accident, net of insurance gain, as well as a gain on the surrender of a lease.
(4)
Amounts include costs associated with the exiting of the legacy water treatment and renewable energy operations and maintenance contracts and the Company's start-up lab in Berkeley, California, as well as an impairment charge for certain operating lease right-of-use assets and severance costs related to the restructuring within the Company’s soil remediation business.
Schedule of Revenues by Geographic Location

The following table presents revenues by geographic location:

 

 

 

For the Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

United States

 

$

550,323

 

 

$

539,578

 

 

$

523,189

 

Canada

 

 

115,918

 

 

 

72,608

 

 

 

12,002

 

Other international

 

 

30,154

 

 

 

12,022

 

 

 

9,225

 

Total revenue

 

$

696,395

 

 

$

624,208

 

 

$

544,416

 

 
Schedule of Long-lived Assets by Geographic Location

The following table presents long-lived assets by geographic location:

 

 

 

For the Year Ended December 31,

 

 

 

2024

 

 

2023

 

United States

 

$

57,730

 

 

$

50,686

 

Canada

 

 

5,070

 

 

 

4,665

 

Other international

 

 

976

 

 

 

1,474

 

Total property and equipment—net

 

$

63,776

 

 

$

56,825

 
v3.25.0.1
Description of the Business and Basis of Presentation - Additional Information (Details)
$ in Thousands
 12 Months Ended
Apr. 22, 2024
shares
Dec. 31, 2024
USD ($)
Employee
Office
Segment
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
Description Of Business And Basis Of Presentation [Line Items]        
Entity formation, month and year   2013-11    
Number of offices in which entity operates | Office   120    
Entity number of employees | Employee   3,410    
Number of reportable segments | Segment   3    
Provision for bad debt   $ (146) $ 3,142 [1] $ (1,097)
Changes in fair value   (3,124) 4,129 3,396
Other operating activities, net   608 3,142 (3,975)
Accrued Compensation   4,117 4,961  
Equity Compensation   7,669 7,665  
Other   6,593 3,472  
Section 163(j) Interest Limitation   7,627 3,367  
Section 174 Research & Experimental   $ 1,312 $ 740  
Common Stock        
Description Of Business And Basis Of Presentation [Line Items]        
Common stock issued, shares | shares   3,450,000 443,438  
Common stock issued     $ 8,200  
Reclassification Adjustment        
Description Of Business And Basis Of Presentation [Line Items]        
Provision for bad debt     3,100 (1,100)
Changes in fair value     100 (3,200)
Other operating activities, net     (100) $ 300
Employee related     12,600  
Accrued Compensation     4,900  
Equity Compensation     7,700  
Other     6,800  
Section 163(j) Interest Limitation     3,400  
Section 174 Research & Experimental     700  
Allowance for bad debt     700  
Section 481A adjustment     $ 1,500  
Follow-on Offering | Common Stock        
Description Of Business And Basis Of Presentation [Line Items]        
Common stock issued, shares | shares 3,450,000      
[1] Amount includes $2.2 million of current expected losses on the Discontinued Specialty Lab promissory note receivable as described in Note 8.
v3.25.0.1
Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
USD ($)
Segment
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Significant Accounting Policies [Line Items]      
Restricted cash $ 1,500,000    
Sublease deposit 1,000,000    
Increase in accumulated other comprehensive loss $ (1,910,000) $ (231,000) $ (28,000)
Number of reportable segments | Segment 3    
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember    
Uncertain tax positions $ 0 $ 0 $ 0
Accumulated Translation Adjustment      
Significant Accounting Policies [Line Items]      
Increase in accumulated other comprehensive loss $ 1,900,000    
v3.25.0.1
Summary of New Accounting Pronouncements - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2023-07
Accounting Standards Update 2023-07  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Change in accounting principle, accounting standards update, adopted true
Change in accounting principle, accounting standards update, adoption date Jan. 01, 2024
Change in accounting principle, accounting standards update, immaterial effect false
v3.25.0.1
Revenues and Accounts Receivable - Schedule of Contract Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Revenues And Accounts Receivable [Abstract]    
Contract assets $ 52,091 $ 51,629
Contract liabilities $ 9,297 $ 8,132
v3.25.0.1
Revenues and Accounts Receivable - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounts Notes And Loans Receivable [Line Items]      
Contracts assets acquired through business acquisitions $ 2,600,000 $ 2,200,000  
Contract liabilities acquired through business acquisitions 0 0  
Contract with customer liabilities, revenue recognized 5,100,000    
Revenue remaining performance obligations $ 77,300,000 $ 81,900,000  
Customer Concentration Risk | Revenue | Significant Customer      
Accounts Notes And Loans Receivable [Line Items]      
Concentration risk percentage 10.00%    
Customer Concentration Risk | Revenue | Customer One      
Accounts Notes And Loans Receivable [Line Items]      
Concentration risk percentage   10.00% 14.40%
Customer Concentration Risk | Accounts Receivable | Significant Customer      
Accounts Notes And Loans Receivable [Line Items]      
Concentration risk percentage 10.00% 10.00%  
v3.25.0.1
Revenues and Accounts Receivable - Additional Information (Details1)
Dec. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue remaining performance obligations, percentage 71.00%
Revenue remaining performance obligations, satisfaction period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue remaining performance obligations, percentage 29.00%
Revenue remaining performance obligations, satisfaction period 1 year
v3.25.0.1
Revenues and Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenues And Accounts Receivable [Abstract]        
Accounts receivable, invoiced $ 160,976 $ 115,084    
Allowance for doubtful accounts (2,093) (2,724) $ (1,915) $ (4,581)
Accounts receivable, net $ 158,883 $ 112,360    
v3.25.0.1
Revenues and Accounts Receivable - Schedule of Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenues And Accounts Receivable [Abstract]      
Beginning Balance $ 2,724 $ 1,915 $ 4,581
Bad Debt Expense (Recovery) (146) 3,142 [1] (1,097)
Charged to Allowance (485) (2,333) [1] (1,569)
Ending Balance $ 2,093 $ 2,724 $ 1,915
[1] Amount includes $2.2 million of current expected losses on the Discontinued Specialty Lab promissory note receivable as described in Note 8.
v3.25.0.1
Revenues and Accounts Receivable - Schedule of Allowance for Doubtful Accounts (Parenthetical) (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Discontinuing Specialty Lab  
Accounts, Notes, Loans and Financing Receivable [Line Items]  
Promissory note receivable, current expected losses $ 2.2
v3.25.0.1
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Deposits $ 1,073 $ 1,764
Prepaid expenses 10,223 8,085
Supplies 2,794 3,819
Prepaid and other current assets $ 14,090 $ 13,668
v3.25.0.1
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 126,943 $ 108,592
Less accumulated depreciation (68,249) (56,812)
Total property and equipment—net $ 63,776 56,825
Lab and test equipment    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 7 years  
Property and equipment, gross $ 24,421 20,341
Vehicles    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 5 years  
Property and equipment, gross $ 6,360 6,033
Equipment    
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 60,763 50,387
Equipment | Minimum    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 3 years  
Equipment | Maximum    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 7 years  
Furniture and fixtures    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 7 years  
Property and equipment, gross $ 3,221 2,963
Leasehold improvements    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 7 years  
Property and equipment, gross $ 14,029 10,808
Aircraft    
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 12,386 12,312
Aircraft | Minimum    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 10 years  
Aircraft | Maximum    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 20 years  
Building    
Property Plant And Equipment [Line Items]    
Estimated Useful Life 39 years  
Property and equipment, gross $ 5,763 5,748
Land    
Property Plant And Equipment [Line Items]    
Property and equipment, gross 1,089 1,089
Construction in Progress    
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 3,993 $ 3,956
v3.25.0.1
Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property Plant And Equipment [Line Items]      
Depreciation expense $ 12.0 $ 10.3 $ 7.2
v3.25.0.1
Leases - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
Minimum  
Lessee Lease Description [Line Items]  
Lessee operating and finance lease term 1 year
Maximum  
Lessee Lease Description [Line Items]  
Lessee operating and finance lease term 15 years
v3.25.0.1
Leases - Summary of Components of Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Lessee Lease Description [Line Items]    
Total operating lease cost $ 15,884 $ 12,239
Total finance lease cost 6,425 6,006
Total lease cost 22,309 18,245
Selling, General and Administrative Expenses    
Lessee Lease Description [Line Items]    
Lease cost 13,667 11,663
Variable lease cost 2,217 1,313
Lease termination gain-net [1]   (737)
Depreciation and Amortization    
Lessee Lease Description [Line Items]    
Amortization of ROU assets 5,814 5,351
Interest Expense, Net    
Lessee Lease Description [Line Items]    
Interest on lease liabilities $ 611 $ 655
[1] During the year ended December 31, 2023, the Company became responsible for a lease surrender liability of $8.3 million as a result of terminating one of its newly acquired businesses' lease agreements. The lease surrender fee is payable in equal installments beginning on February 28, 2024, through December 31, 2031. The present value of the current and long term portion of the surrender fee liability of $0.5 million and $5.4 million, on a discounted basis, is included in accounts payable and other accrued liabilities and other non-current liabilities, respectively, on the consolidated statements of financial position. Upon the termination of the lease, the Company wrote off the related $2.3 million and $8.9 million, ROU asset and lease liability, respectively, and recorded a gain of $0.7 million, net of the surrender fee, within selling, general and administrative expense on the consolidated statements of operations. The outstanding lease surrender liability balance as of December 31, 2024 is $4.8 million.
v3.25.0.1
Leases - Summary of Components of Lease Expense (Parenthetical) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2024
Lessee, Lease, Description [Line Items]    
Operating lease surrender liability $ 8.3 $ 4.8
Operating lease right-of-use asset write off 2.3  
Operating lease liability write off 8.9  
Other Non-current Liabilities    
Lessee, Lease, Description [Line Items]    
Operating lease surrender liability, Noncurrent 5.4  
Accounts Payable And Other Accrued Liabilities    
Lessee, Lease, Description [Line Items]    
Operating lease surrender liability, Current 0.5  
Selling, General and Administrative Expenses    
Lessee, Lease, Description [Line Items]    
Gain on surrender fee $ 0.7  
v3.25.0.1
Leases - Summary of Supplemental Cash Flow Information Related To Leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating cash flows used in operating leases $ 13,202 $ 11,931
Operating cash flows used for interest related to finance leases 661 655
Financing cash flows used in finance leases 5,489 5,797
Operating leases 20,951 31,459
Finance leases $ 8,841 $ 7,636
v3.25.0.1
Leases - Summary of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details)
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted average remaining lease term, Operating Leases 4 years 7 months 6 days 4 years 4 months 24 days
Weighted average remaining lease term, Finance Leases 3 years 8 months 12 days 3 years 6 months
Weighted average discount rate, Operating Leases 4.80% 4.20%
Weighted average discount rate, Finance Leases 6.70% 6.30%
v3.25.0.1
Leases - Summary of Maturities of Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
Operating Leases, 2025 $ 13,067
Operating Leases, 2026 10,827
Operating Leases, 2027 7,843
Operating Leases, 2028 6,239
Operating Leases, 2029 4,889
Operating Leases, 2030 and thereafter 4,397
Operating Leases, Total undiscounted future minimum lease payments 47,262
Operating Leases, Less imputed interest (5,037)
Operating Leases, Total discounted future minimum lease payments 42,225
Finance Leases, 2025 5,736
Finance Leases, 2026 4,823
Finance Leases, 2027 3,801
Finance Leases, 2028 2,525
Finance Leases, 2029 1,265
Finance Leases, Total undiscounted future minimum lease payments 18,150
Finance Leases, Less imputed interest (2,063)
Finance Leases, Total discounted future minimum lease payments $ 16,087
v3.25.0.1
Business Acquisitions and Dispositions - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Jul. 31, 2024
May 31, 2024
Feb. 29, 2024
Jan. 31, 2024
Jul. 31, 2023
Jun. 30, 2023
May 31, 2023
Feb. 28, 2023
Nov. 30, 2022
Sep. 30, 2022
Aug. 31, 2022
Jan. 31, 2022
Business Acquisition [Line Items]                                
Transaction costs related to business combinations   $ 7,827 $ 6,930 $ 1,891                        
Business combination, paid in cash   115,121 68,640 29,744                        
Common Stock   10,712 2,598                          
Discontinuing Specialty Lab                                
Business Acquisition [Line Items]                                
Sales price of assets $ 4,800                              
Cash received 500                              
Promissory note receivable $ 4,300                              
Promissory note receivable, Annual interest rate 9.00%                              
Discontinuing Specialty Lab | Other assets                                
Business Acquisition [Line Items]                                
Promissory note receivable, Net of current expected losses     2,100                          
Discontinuing Specialty Lab | Other Non-current Liabilities                                
Business Acquisition [Line Items]                                
Security deposit for office space     1,000                          
Discontinuing Specialty Lab | Selling, General and Administrative Expenses                                
Business Acquisition [Line Items]                                
Gain on sale of assets $ 1,800                              
Promissory note receivable, Net of current expected losses     2,200                          
EnvStd                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                               100.00%
Business combination, paid in cash       14,473                        
EAI                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                       100.00%        
GreenPath                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                     100.00%          
Matrix                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                   100.00%            
Vandrensning                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                 100.00%              
TriAD                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                             100.00%  
AirKinetics                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                           100.00%    
Huco                                
Business Acquisition [Line Items]                                
Percentage of interests acquired                         100.00%      
EnvStd and IAG | 2026 Earn Out                                
Business Acquisition [Line Items]                                
Business combination, earn-out payment, maximum   57,600                            
Business combination, paid in cash   22,100                            
Common Stock   13,600                            
Payment through cash or common stock   21,900                            
EPIC, 2DOT, ETA, Paragon, Spirit and Origins                                
Business Acquisition [Line Items]                                
Revenue   44,600                            
Pre-tax income (loss)   8,500                            
Matrix, Frontier, EAI, GreenPath                                
Business Acquisition [Line Items]                                
Revenue     69,100                          
Pre-tax income (loss)     $ 8,800                          
EnvStd, Huco, IAG, TriAD and AirKinetics                                
Business Acquisition [Line Items]                                
Revenue       20,200                        
Pre-tax income (loss)       $ 2,900                        
Spirit                                
Business Acquisition [Line Items]                                
Percentage of interests acquired         100.00%                      
Business combination, paid in cash   16,027                            
Common Stock   1,441                            
Paragon                                
Business Acquisition [Line Items]                                
Percentage of interests acquired           100.00%                    
Business combination, paid in cash   10,773                            
Common Stock   2,691                            
EPIC                                
Business Acquisition [Line Items]                                
Percentage of interests acquired               100.00%                
Business combination, paid in cash   19,914                            
Common Stock   4,748                            
2DOT                                
Business Acquisition [Line Items]                                
Percentage of interests acquired             100.00%                  
Business combination, paid in cash   39,393                            
Common Stock   $ 1,832                            
v3.25.0.1
Business Acquisitions and Dispositions - Weighted Average Useful Lives of Identifiable Intangible Assets (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Business Acquisition [Line Items]      
Weighted average useful lives for acquired intangible assets 5 years 3 months 18 days 4 years 8 months 12 days 4 years
Customer Relationships      
Business Acquisition [Line Items]      
Weighted average useful lives for acquired intangible assets 8 years 2 months 12 days 9 years 4 months 24 days 7 years 4 months 24 days
Covenants Not to Compete      
Business Acquisition [Line Items]      
Weighted average useful lives for acquired intangible assets 5 years 4 years 10 months 24 days 4 years 1 month 6 days
Trade Names      
Business Acquisition [Line Items]      
Weighted average useful lives for acquired intangible assets 2 years 1 year 9 months 18 days 1 year 10 months 24 days
Proprietary Software      
Business Acquisition [Line Items]      
Weighted average useful lives for acquired intangible assets   3 years  
v3.25.0.1
Business Acquisitions and Dispositions - Summary of Elements of Purchase Price of Acquisitions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Business Acquisition [Line Items]      
Cash $ 115,121 $ 68,640 $ 29,744
Common Stock 10,712 2,598  
Other Purchase Price Components   1,603 1,678
Contingent Consideration 27,873 1,096 2,666
Total Purchase Price 153,706 $ 73,937 34,088
Environmental Standards      
Business Acquisition [Line Items]      
Cash     14,473
Other Purchase Price Components     544
Contingent Consideration     1,166
Total Purchase Price     16,183
All Other 2022 Acquisitions      
Business Acquisition [Line Items]      
Cash     15,271
Other Purchase Price Components [1]     1,134
Contingent Consideration     1,500
Total Purchase Price     $ 17,905
EPIC      
Business Acquisition [Line Items]      
Cash 19,914    
Common Stock 4,748    
Other Purchase Price Components 587    
Contingent Consideration 11,113    
Total Purchase Price 36,362    
2DOT      
Business Acquisition [Line Items]      
Cash 39,393    
Common Stock 1,832    
Other Purchase Price Components (704)    
Total Purchase Price 40,521    
ETA      
Business Acquisition [Line Items]      
Cash 1,600    
Other Purchase Price Components 400    
Total Purchase Price 2,000    
Paragon      
Business Acquisition [Line Items]      
Cash 10,773    
Common Stock 2,691    
Other Purchase Price Components 125    
Total Purchase Price 13,589    
Spirit      
Business Acquisition [Line Items]      
Cash 16,027    
Common Stock 1,441    
Other Purchase Price Components (408)    
Contingent Consideration 8,760    
Total Purchase Price 25,820    
Origins      
Business Acquisition [Line Items]      
Cash 27,414    
Contingent Consideration 8,000    
Total Purchase Price $ 35,414    
[1] Amounts do not consider measurement period adjustments of $0.2 million recorded during 2023. See column "All Other 2022 Acquisitions Measurement Period Adjustments during 2023" in table below for further details.
v3.25.0.1
Business Acquisitions and Dispositions - Summary of Elements of Original and Final Purchase Price of Acquisitions (Parenthetical) (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Business Combinations [Abstract]  
Acquisitions measurement period adjustments $ 0.2
v3.25.0.1
Business Acquisitions and Dispositions - Summary of Final Purchase Price Attributable to Acquisitions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2021
Business Acquisition [Line Items]        
Cash $ 2,035 [1] $ 1,119    
Accounts receivable and contract assets 8,093 [1] 7,846    
Other current assets 282 [1] 572    
Current assets 10,410 [1] 9,537    
Property and equipment 2,316 [1] 183    
Operating lease right-of-use asset 3,624 [1] 3,110    
Goodwill 105,007 [1] 12,384    
Total assets 165,809 [1] 39,401    
Current liabilities 5,460 [1] 3,034    
Deferred tax liability [1] 4,214      
Operating lease liability—net of current portion 2,258 [1] 2,438    
Other non-current liabilities [1] 171      
Total liabilities 12,103 [1] 5,472    
Purchase price 153,706 [1] 33,929    
Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 37,178 [1] 11,619    
Trade Names        
Business Acquisition [Line Items]        
Intangible assets 1,685 [1] 1,649    
Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets 5,589 [1] 919    
2023 Acquisitions        
Business Acquisition [Line Items]        
Cash 2,453   $ 2,453  
Accounts receivable and contract assets 19,174   19,174  
Other current assets 2,185   2,185  
Current assets 23,812   23,812  
Property and equipment 3,936   3,936  
Operating lease right-of-use asset 4,825   4,825  
Other intangible assets 444   444  
Goodwill 39,920   40,786  
Total assets 97,980   98,846  
Current liabilities 11,557   11,557  
Deferred tax liability 1,999   1,999  
Operating lease liability—net of current portion 10,357   10,357  
Other non-current liabilities 130   130  
Total liabilities 24,043   24,043  
Purchase price 73,937   74,803  
Measurement Period Adjustments        
Goodwill (866)      
Total assets (866)      
Purchase price (866)      
2023 Acquisitions | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 19,962   19,962  
2023 Acquisitions | Trade Names        
Business Acquisition [Line Items]        
Intangible assets 2,373   2,373  
2023 Acquisitions | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets 2,708   $ 2,708  
Environmental Standards        
Business Acquisition [Line Items]        
Cash   295    
Accounts receivable and contract assets   5,200    
Other current assets   456    
Current assets   5,951    
Property and equipment   168    
Operating lease right-of-use asset   2,895    
Goodwill   4,131    
Total assets   20,231    
Current liabilities   1,720    
Operating lease liability—net of current portion   2,328    
Total liabilities   4,048    
Purchase price   16,183    
Environmental Standards | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets   5,807    
Environmental Standards | Trade Names        
Business Acquisition [Line Items]        
Intangible assets   1,010    
Environmental Standards | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets   269    
All Other 2022 Acquisitions        
Business Acquisition [Line Items]        
Cash   824   $ 824
Accounts receivable and contract assets   2,646   2,646
Other current assets   116   116
Current assets   3,586   3,586
Property and equipment   15   15
Operating lease right-of-use asset   215   215
Goodwill   8,253   8,412
Total assets   19,170   19,329
Current liabilities   1,314   1,314
Operating lease liability—net of current portion   110   110
Total liabilities   1,424   1,424
Purchase price   17,746   17,905
Measurement Period Adjustments        
Goodwill   (159)    
Total assets   (159)    
Purchase price   (159)    
All Other 2022 Acquisitions | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets   5,812   5,812
All Other 2022 Acquisitions | Trade Names        
Business Acquisition [Line Items]        
Intangible assets   639   639
All Other 2022 Acquisitions | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets   $ 650   $ 650
EPIC        
Business Acquisition [Line Items]        
Cash 1,045      
Accounts receivable and contract assets 1,772      
Other current assets 78      
Current assets 2,895      
Property and equipment 43      
Operating lease right-of-use asset 280      
Goodwill 25,102      
Total assets 42,713      
Current liabilities 1,994      
Deferred tax liability 4,214      
Other non-current liabilities 143      
Total liabilities 6,351      
Purchase price 36,362      
EPIC | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 12,053      
EPIC | Trade Names        
Business Acquisition [Line Items]        
Intangible assets 523      
EPIC | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets 1,817      
2DOT        
Business Acquisition [Line Items]        
Cash 143      
Accounts receivable and contract assets 740      
Current assets 883      
Operating lease right-of-use asset 301      
Goodwill 27,273      
Total assets 41,118      
Current liabilities 404      
Operating lease liability—net of current portion 193      
Total liabilities 597      
Purchase price 40,521      
2DOT | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 9,521      
2DOT | Trade Names        
Business Acquisition [Line Items]        
Intangible assets 200      
2DOT | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets 2,940      
ETA        
Business Acquisition [Line Items]        
Goodwill 2,000      
Total assets 2,000      
Purchase price 2,000      
Paragon        
Business Acquisition [Line Items]        
Cash 242      
Accounts receivable and contract assets 3,188      
Other current assets 85      
Current assets 3,515      
Property and equipment 341      
Operating lease right-of-use asset 1,798      
Goodwill 6,444      
Total assets 16,702      
Current liabilities 1,572      
Operating lease liability—net of current portion 1,513      
Other non-current liabilities 28      
Total liabilities 3,113      
Purchase price 13,589      
Paragon | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 4,209      
Paragon | Trade Names        
Business Acquisition [Line Items]        
Intangible assets 350      
Paragon | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets 45      
Spirit        
Business Acquisition [Line Items]        
Cash 605      
Accounts receivable and contract assets 2,393      
Other current assets 119      
Current assets 3,117      
Property and equipment 145      
Operating lease right-of-use asset 693      
Goodwill 18,285      
Total assets 27,310      
Current liabilities 1,490      
Total liabilities 1,490      
Purchase price 25,820      
Spirit | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 4,090      
Spirit | Trade Names        
Business Acquisition [Line Items]        
Intangible assets 280      
Spirit | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets 700      
Origins        
Business Acquisition [Line Items]        
Property and equipment 1,787      
Operating lease right-of-use asset 552      
Goodwill 25,903      
Total assets 35,966      
Operating lease liability—net of current portion 552      
Total liabilities 552      
Purchase price 35,414      
Origins | Customer Relationships        
Business Acquisition [Line Items]        
Intangible assets 7,305      
Origins | Trade Names        
Business Acquisition [Line Items]        
Intangible assets 332      
Origins | Covenants Not to Compete        
Business Acquisition [Line Items]        
Intangible assets $ 87      
[1] The Company is continuing to obtain information to complete the valuation of certain of these acquisitions' assets and liabilities.
v3.25.0.1
Business Acquisitions and Dispositions - Summary of Supplemental Unaudited Pro-Forma Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenues $ 696,395 $ 624,208 $ 544,416
Net (loss) income (62,314) (30,859) (31,819)
Acquisition Proforma      
Revenues 24,559 65,798 136,133
Net (loss) income 9,413 8,110 8,338
Consolidated Proforma      
Revenues 720,954 690,006 680,549
Net (loss) income $ (52,901) $ (22,749) $ (23,481)
v3.25.0.1
Goodwill and Intangible Assets - Schedule of Amounts Related to Goodwill (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Goodwill [Line Items]  
Beginning balance $ 364,449
Goodwill acquired during the period 105,007
Other changes in carrying amounts during the period (1,667)
Ending balance 467,789
Assessment, Permitting and Response  
Goodwill [Line Items]  
Beginning balance 184,946
Goodwill acquired during the period 20,285
Ending balance 205,231
Measurement and Analysis  
Goodwill [Line Items]  
Beginning balance 93,890
Goodwill acquired during the period 25,903
Other changes in carrying amounts during the period (933)
Ending balance 118,860
Remediation and Reuse Segment  
Goodwill [Line Items]  
Beginning balance 85,613
Goodwill acquired during the period 58,819
Other changes in carrying amounts during the period (734)
Ending balance $ 143,698
v3.25.0.1
Goodwill and Intangible Assets - Schedule of Amounts Related to Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Balance $ 378,081 $ 332,635
Accumulated Amortization 225,325 191,821
Total Intangible Assets—Net 152,756 140,813
Customer Relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Balance 264,477 227,986
Accumulated Amortization 138,787 116,226
Total Intangible Assets—Net $ 125,690 $ 111,760
Customer Relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 2 years 2 years
Customer Relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 15 years 15 years
Covenants Not to Compete    
Finite-Lived Intangible Assets [Line Items]    
Gross Balance $ 41,758 $ 36,250
Accumulated Amortization 33,898 30,889
Total Intangible Assets—Net $ 7,860 $ 5,361
Covenants Not to Compete | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 4 years 4 years
Covenants Not to Compete | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 5 years 5 years
Trade Names    
Finite-Lived Intangible Assets [Line Items]    
Gross Balance $ 25,939 $ 24,434
Accumulated Amortization 23,375 20,719
Total Intangible Assets—Net $ 2,564 $ 3,714
Trade Names | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 1 year 1 year
Trade Names | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 5 years 5 years
Proprietary Software    
Finite-Lived Intangible Assets [Line Items]    
Gross Balance $ 28,428 $ 26,486
Accumulated Amortization 23,489 19,309
Total Intangible Assets—Net $ 4,939 $ 7,177
Proprietary Software | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 3 years 3 years
Proprietary Software | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 5 years 5 years
Patent    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life 16 years 16 years
Gross Balance $ 17,479 $ 17,479
Accumulated Amortization 5,776 4,678
Total Intangible Assets—Net $ 11,703 $ 12,801
v3.25.0.1
Goodwill and Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization expense $ 34.9 $ 30.1 $ 36.1
v3.25.0.1
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 29,851  
2026 24,617  
2027 23,504  
2028 17,790  
2029 12,424  
Thereafter 44,570  
Total Intangible Assets—Net $ 152,756 $ 140,813
v3.25.0.1
Accounts Payable and Other Accrued Liabilities - Summary of Accounts Payable and Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 33,424 $ 31,053
Accrued expenses 16,190 16,059
Other business acquisitions purchase price obligations 568 1,022
Contract liabilities 9,297 8,132
Other current liabilities 4,225 3,654
Total accounts payable and other accrued liabilities $ 63,704 $ 59,920
v3.25.0.1
Accrued Payroll and Benefits - Schedule of Accrued Payroll and Benefits (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Accrued bonuses $ 14,433 $ 18,453
Accrued paid time off 4,214 1,316
Accrued payroll 11,969 11,814
Accrued other 3,632 3,077
Total accrued payroll and benefits $ 34,248 $ 34,660
v3.25.0.1
Income Taxes - Summary of Geographical Breakdown of Income Before Provision for (Loss) Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Federal $ (54,860) $ (35,111) $ (27,991)
Foreign 542 3,272 (1,578)
Loss before expense from income taxes $ (54,318) $ (31,839) $ (29,569)
v3.25.0.1
Income Taxes - Summary of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current:      
Federal $ 244    
State 817 $ 1,840 $ 664
Foreign 1,887 (1,131) 58
Total 2,948 709 722
Deferred:      
Federal 1,160 (438) 517
State 1,850 (960) 1,726
Foreign 2,038 (291) (715)
Total 5,048 (1,689) 1,528
Income tax expense (benefit) $ 7,996 $ (980) $ 2,250
v3.25.0.1
Income Taxes - Schedule of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets:    
Net operating losses $ 14,021 $ 14,200
Section 163(j) interest limitation 7,627 3,367
Equity compensation 7,669 7,665
Contingent consideration 9,007 10,294
ROU assets 14,986 11,529
Accrued compensation 4,117 4,961
Transaction costs 2,525 2,347
Section 174 Research & Experimental 1,312 740
Other 6,593 3,472
Total deferred tax asset 67,857 58,575
Deferred tax liabilities:    
Intangible assets (22,399) (15,005)
Property and equipment (13,944) (11,086)
Lease liabilities (15,274) (11,140)
Interest rate swap (402) (900)
Other (1,529) (2,479)
Total deferred tax liability (53,548) (40,610)
Valuation allowance (27,621) (24,029)
Net deferred tax liability $ (13,312) $ (6,064)
v3.25.0.1
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Expected tax at federal statutory rate 21.00% 21.00% 21.00%
State tax net of federal benefit 2.80% (9.12%) 2.42%
Non- deductible expenses (1.37%) (2.24%) (0.34%)
Equity compensation (2.80%) (1.71%) (16.95%)
Embedded derivatives (0.47%) 4.47% (1.90%)
Transaction costs (0.60%) 4.47% 0.00%
Foreign taxes (0.33%) 0.97% 0.05%
Federal deferred tax adjustment (19.52%) (30.42%) 0.00%
Change in valuation allowance (7.36%) 19.23% (12.13%)
Global intangible low-taxed income (2.60%) (3.39%) 0.00%
Federal tax return true-up (3.81%)    
Other 0.61% 0.07% 0.18%
Effective income tax rate (14.45%) 3.33% (7.67%)
v3.25.0.1
Income Taxes - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Aug. 16, 2022
Income Tax Disclosure [Line Items]            
Increase (decrease) in valuation allowance $ 3,500,000 $ (6,500,000)        
Uncertain tax positions $ 0 0 $ 0      
Income Tax Examination, Description The Company is subject to audit by federal and state tax authorities in the ordinary course of business. The Company’s federal income tax returns remain subject to examination for the 2021 taxable year through the current taxable year, except for certain prior taxable years with net operating loss carry forwards that will remain subject to examination until the expiration of the statute of limitations for the taxable years of utilization of such net operating losses. The Company files in multiple U.S. state jurisdictions which remain subject to examination for various years depending on such state jurisdiction. The Company is also subject to audit by tax authorities in Canada, Australia, Germany, Sweden, Belgium and Denmark for which returns are subject to examination for various years, dependent on the jurisdiction.          
Minimum corporate tax 15.00%         15.00%
Deferred payments $ 4,286,000 $ (980,000) 2,250,000      
CARES Act [Member]            
Income Tax Disclosure [Line Items]            
Deferred payments     5,000,000 $ 5,000,000 $ 5,000,000  
Deferred payments, repaid     $ 2,500,000 $ 2,500,000    
Domestic Tax Authority [Member]            
Income Tax Disclosure [Line Items]            
Operating Loss Carryforwards $ 45,300,000          
Tax years remain subject to examination 2021 2022 2023 2024          
State and Local Jurisdiction [Member]            
Income Tax Disclosure [Line Items]            
Operating Loss Carryforwards $ 31,100,000          
v3.25.0.1
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Line Of Credit Facility [Line Items]    
Less deferred debt issuance costs $ (997) $ (1,379)
Total debt 222,684 163,184
Less current portion of long-term debt (17,866) (14,196)
Long-term debt, less current portion 204,818 148,988
Term Loan Facility    
Line Of Credit Facility [Line Items]    
Total debt 189,218 154,219
Revolving Line of Credit    
Line Of Credit Facility [Line Items]    
Total debt 25,191  
Aircraft Loan    
Line Of Credit Facility [Line Items]    
Total debt $ 9,272 $ 10,344
v3.25.0.1
Debt - Additional Information (Details) - USD ($)
 12 Months Ended 16 Months Ended 28 Months Ended
Feb. 26, 2025
Jun. 05, 2024
May 31, 2023
May 30, 2023
May 18, 2023
Apr. 27, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2024
Dec. 31, 2024
May 31, 2024
Feb. 29, 2024
Line Of Credit Facility [Line Items]                          
Amortization of deferred debt issuance cost             $ 700,000 $ 500,000 $ 500,000        
Gross of deferred debt issuance cost             $ 997,000 $ 1,379,000   $ 997,000 $ 997,000    
Interest Rate Swap                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity   $ 100,000,000                      
Second Interest Rate Swap                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity   $ 80,000,000                      
LIBOR | Interest Rate Swap                          
Line Of Credit Facility [Line Items]                          
Interest rate       1.39%                  
Floating Component | Interest Rate Swap                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity       $ 100,000,000                  
Credit facility maturity date       Jan. 27, 2025                  
Interest rate       1.319%                  
Floating Component | Second Interest Rate Swap                          
Line Of Credit Facility [Line Items]                          
Credit facility maturity date       Apr. 27, 2026                  
Interest rate       3.88%                  
Line of credit facility, additional borrowings       $ 70,000,000                  
SOFR                          
Line Of Credit Facility [Line Items]                          
Interest rate   3.27%                      
2021 Credit Facility                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity           $ 300,000,000             $ 100,000,000
Credit facility maturity date           Apr. 27, 2026              
Percentage of interest rate reduction                   0.025% 0.05%    
Maximum net leverage ratio           425.00%              
Maximum net leverage ratio year two           400.00%              
Maximum net leverage ratio year three           375.00%              
Minimum fixed charge coverage ratio           125.00%              
Maximum permitted leverage ratio             425.00%     425.00% 425.00%    
Leverage Capacity, Description             temporarily increase the maximum permitted leverage ratio to 4.25 times for a period of four quarters.            
Consolidated total leverage ratio               190.00%          
Percentage of proceeds of debt, subject to customary exceptions             100.00%            
Percentage of proceeds of certain dispositions, subject to customary reinvestment rights             100.00%            
Percentage of proceeds of insurance or condemnation, subject to customary reinvestment rights             100.00%            
Weighted average interest rate             7.20% 6.70%   7.20% 7.20%    
2021 Credit Facility | Subsequent Event                          
Line Of Credit Facility [Line Items]                          
Credit facility period 5 years                        
2021 Credit Facility | Interest Rate Swap                          
Line Of Credit Facility [Line Items]                          
Weighted average interest rate             5.80% 4.10%   5.80% 5.80%    
2021 Credit Facility | SOFR                          
Line Of Credit Facility [Line Items]                          
Interest rate     0.10%       0.10%            
2021 and 2025 Credit Facilities                          
Line Of Credit Facility [Line Items]                          
Consolidated total leverage ratio             210.00%            
Incremental Term Loans                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity           $ 150,000,000              
Equipment Line Of Credit                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity                       $ 15,000,000  
Credit facility maturity date             Apr. 15, 2025            
Loan and Aircraft Security Agreement                          
Line Of Credit Facility [Line Items]                          
Debt instrument face amount         $ 10,900,000                
Percentage of prepayment fee for year one         3.00%                
Percentage of prepayment fee for year two         2.00%                
Percentage of prepayment fee for year three         1.00%                
Loan and Aircraft Security Agreement | SOFR                          
Line Of Credit Facility [Line Items]                          
Interest rate         1.86%                
Term Loan Facility | 2021 Credit Facility                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity           175,000,000             50,000,000
Installment repayment amount             $ 15,000,000 $ 9,800,000          
Revolving Line of Credit | 2021 Credit Facility                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity           125,000,000             $ 50,000,000
Revolving Line of Credit | Letter of Credit | 2021 Credit Facility                          
Line Of Credit Facility [Line Items]                          
Line of credit facility, maximum borrowing capacity           $ 20,000,000              
v3.25.0.1
Debt - Summary of Term Loan Amortization (Details) - 2021 Credit Facility Term Loan
 12 Months Ended
Dec. 31, 2024
Term Loan Facility  
Subsequent Event [Line Items]  
Debt instrument, quarterly installment rate, March 31, 2025 1.88%
Debt instrument, quarterly installment rate, June 30, 2025 1.88%
Debt instrument, quarterly installment rate, September 30, 2025 1.88%
Debt instrument, quarterly installment rate, December 31, 2025 2.50%
Debt instrument, quarterly installment rate, March 31, 2026 2.50%
Debt instrument, quarterly installment rate, April 27, 2026 Remaining balance
Additional Term Loan  
Subsequent Event [Line Items]  
Debt instrument, quarterly installment rate, March 31, 2025 1.25%
Debt instrument, quarterly installment rate, June 30, 2025 1.25%
Debt instrument, quarterly installment rate, September 30, 2025 1.25%
Debt instrument, quarterly installment rate, December 31, 2025 1.25%
Debt instrument, quarterly installment rate, March 31, 2026 1.88%
Debt instrument, quarterly installment rate, April 27, 2026 Remaining balance
v3.25.0.1
Debt - Summary of 2021 Credit Facility Interest Rate Subject to Leverage Ratio and SOFR (Details)
 12 Months Ended
Jun. 05, 2024
May 31, 2023
Apr. 27, 2021
Dec. 31, 2024
SOFR        
Subsequent Event [Line Items]        
Interest rate 3.27%      
2021 Credit Facility Term Loan | SOFR        
Subsequent Event [Line Items]        
Interest rate   0.10%   0.10%
2021 Credit Facility Term Loan | Pricing Tier1        
Subsequent Event [Line Items]        
Commitment Fee     0.25%  
Letter of Credit Fee     2.50%  
2021 Credit Facility Term Loan | Pricing Tier1 | Minimum        
Subsequent Event [Line Items]        
Net Leverage Ratio     375.00%  
2021 Credit Facility Term Loan | Pricing Tier1 | SOFR        
Subsequent Event [Line Items]        
Interest rate     2.50%  
2021 Credit Facility Term Loan | Pricing Tier1 | Base Rate Plus        
Subsequent Event [Line Items]        
Interest rate     1.50%  
2021 Credit Facility Term Loan | Pricing Tier2        
Subsequent Event [Line Items]        
Commitment Fee     0.23%  
Letter of Credit Fee     2.25%  
2021 Credit Facility Term Loan | Pricing Tier2 | Maximum        
Subsequent Event [Line Items]        
Net Leverage Ratio     375.00%  
2021 Credit Facility Term Loan | Pricing Tier2 | Minimum        
Subsequent Event [Line Items]        
Net Leverage Ratio     325.00%  
2021 Credit Facility Term Loan | Pricing Tier2 | SOFR        
Subsequent Event [Line Items]        
Interest rate     2.25%  
2021 Credit Facility Term Loan | Pricing Tier2 | Base Rate Plus        
Subsequent Event [Line Items]        
Interest rate     1.25%  
2021 Credit Facility Term Loan | Pricing Tier3        
Subsequent Event [Line Items]        
Commitment Fee     0.20%  
Letter of Credit Fee     2.00%  
2021 Credit Facility Term Loan | Pricing Tier3 | Maximum        
Subsequent Event [Line Items]        
Net Leverage Ratio     325.00%  
2021 Credit Facility Term Loan | Pricing Tier3 | Minimum        
Subsequent Event [Line Items]        
Net Leverage Ratio     250.00%  
2021 Credit Facility Term Loan | Pricing Tier3 | SOFR        
Subsequent Event [Line Items]        
Interest rate     2.00%  
2021 Credit Facility Term Loan | Pricing Tier3 | Base Rate Plus        
Subsequent Event [Line Items]        
Interest rate     1.00%  
2021 Credit Facility Term Loan | Pricing Tier4        
Subsequent Event [Line Items]        
Commitment Fee     0.15%  
Letter of Credit Fee     1.75%  
2021 Credit Facility Term Loan | Pricing Tier4 | Maximum        
Subsequent Event [Line Items]        
Net Leverage Ratio     250.00%  
2021 Credit Facility Term Loan | Pricing Tier4 | Minimum        
Subsequent Event [Line Items]        
Net Leverage Ratio     175.00%  
2021 Credit Facility Term Loan | Pricing Tier4 | SOFR        
Subsequent Event [Line Items]        
Interest rate     1.75%  
2021 Credit Facility Term Loan | Pricing Tier4 | Base Rate Plus        
Subsequent Event [Line Items]        
Interest rate     0.75%  
2021 Credit Facility Term Loan | Pricing Tier5        
Subsequent Event [Line Items]        
Commitment Fee     0.15%  
Letter of Credit Fee     1.50%  
2021 Credit Facility Term Loan | Pricing Tier5 | Maximum        
Subsequent Event [Line Items]        
Net Leverage Ratio     175.00%  
2021 Credit Facility Term Loan | Pricing Tier5 | SOFR        
Subsequent Event [Line Items]        
Interest rate     1.50%  
2021 Credit Facility Term Loan | Pricing Tier5 | Base Rate Plus        
Subsequent Event [Line Items]        
Interest rate     0.50%  
v3.25.0.1
Debt - Schedule of Aggregate Annual Maturities of Long-Term Debt (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Line of Credit Facility [Line Items]  
2025 $ 17,866
2026 198,921
2027 1,318
2028 5,576
Total 223,681
2021 Credit Facility Revolver  
Line of Credit Facility [Line Items]  
2026 25,191
Total 25,191
2021 Credit Facility Term Loan  
Line of Credit Facility [Line Items]  
2025 16,718
2026 172,500
Total 189,218
Aircraft Loan  
Line of Credit Facility [Line Items]  
2025 1,148
2026 1,230
2027 1,318
2028 5,576
Total $ 9,272
v3.25.0.1
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Level 3) (Details) - Fair Value, Recurring - Level 3 - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Total Assets $ 1,544 $ 3,461 $ 6,046  
Total Liabilities 53,351 25,057 33,986 $ 58,881
Interest Rate Swap        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Total Assets 1,544 [1] 3,461 [1] 6,046  
Business Acquisitions Contingent Consideration, Current        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Total Liabilities 26,872 3,592 3,801 31,450
Business Acquisitions Contingent Consideration, Long-Term        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Total Liabilities 6,255 2,448 4,454 4,350
Conversion Option        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Total Liabilities $ 20,224 $ 19,017 $ 25,731 $ 23,081
[1] Included in other assets in the consolidated statement of financial position.
v3.25.0.1
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - Level 3 - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]      
Beginning balance $ 25,057 $ 33,986 $ 58,881
Acquisitions 28,003 1,127 2,666
Asset value, Changes in fair value included in earnings $ (1,917) $ (2,585) $ 6,046
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability
Changes in fair value included in earnings $ 1,741 $ (6,910) $ 2,954
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability
Payment of contingent consideration payable $ (1,450) $ (3,146) $ (30,515)
Total Assets, Ending balance 1,544 3,461 6,046
Ending balance 53,351 25,057 33,986
Business Acquisitions Contingent Consideration, Current      
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]      
Beginning balance 3,592 3,801 31,450
Acquisitions 5,104 397  
Changes in fair value included in earnings 1,879 (174) 500
Payment of contingent consideration payable (1,450) (3,146) (30,515)
Reclass of long term to short term contingent liabilities 17,747 2,714 2,366
Ending balance 26,872 3,592 3,801
Business Acquisitions Contingent Consideration, Long-Term      
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]      
Beginning balance 2,448 4,454 4,350
Acquisitions 22,899 730 2,666
Changes in fair value included in earnings (1,345) (22) (196)
Reclass of long term to short term contingent liabilities (17,747) (2,714) (2,366)
Ending balance 6,255 2,448 4,454
Conversion Option      
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]      
Beginning balance 19,017 25,731 23,081
Changes in fair value included in earnings 1,207 (6,714) 2,650
Ending balance 20,224 19,017 25,731
Interest Rate Swap      
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]      
Asset value, Changes in fair value included in earnings (1,917) (2,585) 6,046
Total Assets, Ending balance $ 1,544 [1] $ 3,461 [1] $ 6,046
[1] Included in other assets in the consolidated statement of financial position.
v3.25.0.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Jul. 01, 2024
Commitments And Contingencies [Line Items]    
Lessee operating lease, expiration year 2034  
2021 Credit Facility    
Commitments And Contingencies [Line Items]    
Other Commitments, Description The Company has commitments under the 2021 Credit Facility, its Aircraft Loan, its equipment line of credit and its lease obligations (Notes 7 and 13). The Company has entered into a purchase contract to purchase a total of $4.9 million of equipment over the course of 7 years that commenced on July 1, 2024, subject to a minimum spending requirement per year, measured from the commencement date and each anniversary thereof. The minimum spend requirement is $0.2 million, $0.4 million, and $0.9 million for 2025, 2026, and 2027, respectively, with the remainder subject to mutual agreement after the first three years.  
Purchase of equipment total amount   $ 4.9
Purchase contract, to purchase equipment over the course of period 7 years  
Purchase contract, to purchase equipment over the course of period commenced date Jul. 01, 2024  
Minimum spend, 2025 $ 0.2  
Minimum spend, 2026 0.4  
Minimum spend, 2027 $ 0.9  
Office Equipment    
Commitments And Contingencies [Line Items]    
Lessee operating lease, expiration year 2029  
v3.25.0.1
Convertible and Redeemable Series A-2 Preferred Stock - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Apr. 13, 2020
Jan. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Temporary Equity [Line Items]            
Period between issuance and expiration of outstanding warrant 10 years          
Proceeds from the Series A-2 and Warrant $ 175,000          
Number of times debt incurrence test ratio     4.5      
Compound embedded derivative, change in net fair value     $ (3,123) $ 4,129 $ 3,396  
Convertible And Redeemable Series A-2 Preferred Stock            
Temporary Equity [Line Items]            
Number of shares issued 17,500   11,667 17,500    
Par value per share $ 0.0001   $ 0.0001 $ 0.0001    
Debt issuance costs, net $ 1,300          
Redeemed in cash   $ 60,000        
Temporary equity, aggregate liquidation preference     $ 122,200 $ 182,200    
Number of shares outstanding     11,667 17,500 17,500 17,500
Preferred stock, dividends paid     $ 11,100 $ 16,400 $ 16,400  
Percentage of discount on common stock market price     15.00%      
Percentage of dividend rate steps downs per year     9.00%      
Percentage of dividend rate increase per annum in the event of noncompliance     12.00%      
Percentage of dividend rate increase per annum upon noncompliance occurred and thereafter     14.00%      
Number of days dividend increase rate applicable noncompliance event occurred     90 days      
Minimum repayment amount     $ 25,000      
Temporary equity description     The Company may, at its option on any one or more dates, redeem all or a minimum portion (the lesser of (i) $25.0 million in aggregate stated value of the Convertible and Redeemable Series A-2 Preferred Stock and (ii) all of the Convertible and Redeemable Series A-2 Preferred Stock then outstanding) of the outstanding Convertible and Redeemable Series A-2 Preferred Stock in cash. In January 2024, the Company redeemed $60.0 million in aggregate stated value of the Convertible and Redeemable Series A-2 Preferred Stock in cash. The principal balance outstanding as of December 31, 2024, was $122.2 million or 11,667 shares..      
Aggregate stated value of stock redeemed     $ 25,000      
Compound embedded derivative, fair value net     20,200 19,000    
Convertible And Redeemable Series A-2 Preferred Stock | Other Income/ Expense            
Temporary Equity [Line Items]            
Compound embedded derivative, change in net fair value     1,200 $ 6,700 $ 2,700  
Convertible And Redeemable Series A-2 Preferred Stock | 60-Day Period Prior to Seventh Anniversary            
Temporary Equity [Line Items]            
Temporary equity convertible into common stock     60,000      
Convertible And Redeemable Series A-2 Preferred Stock | Year 5            
Temporary Equity [Line Items]            
Temporary equity convertible into common stock     60,000      
Convertible And Redeemable Series A-2 Preferred Stock | Year 6            
Temporary Equity [Line Items]            
Temporary equity convertible into common stock     $ 120,000      
v3.25.0.1
Stockholders' Equity - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Apr. 22, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Class Of Stock [Line Items]                
Common stock, shares authorized   190,000,000 190,000,000          
Common stock, par value   $ 0.000004 $ 0.000004          
Net proceeds from sale of common stock   $ 121,776            
Total unrecognized stock compensation expense related to unvested options and restricted stock granted under the Plans   $ 69,100            
Unrecognized expense expected to be recognized period   2 years 2 months 12 days            
Share based compensation expense   $ 64,665 $ 47,267 $ 43,290        
Shares reserved for future issuance   7,326,507 9,439,847 8,580,219        
Restricted shares outstanding   3,148,847 2,846,019 2,064,197        
Supplemental Incentive Plans                
Class Of Stock [Line Items]                
Shares, granted   0 370,349 95,404        
Montrose 2017 Stock Incentive Plan                
Class Of Stock [Line Items]                
Shares of vested over period         5 years      
Shares, granted         1,671,391      
Share based, description         These RSUs represent the right to receive one share of the Company’s common stock upon vesting. These incentives were designed to (i) retain selected employees of the Company for a minimum of 5 years, (ii) reward selected employees for the Company’s significant outperformance and stockholder value creation in 2021, and (iii) provide incentives to selected employees of the Company to accelerate value creation for stockholders and other stakeholders over the next five-year period.      
Share based compensation expense         $ 90,000      
Shares reserved for future issuance   6,645,618 [1] 8,647,656 [1] 7,724,524 [1]   1,207,563 1,189,801 1,185,112
Restricted shares forfeited       0        
Stock options granted   0 253,980 698,534        
Montrose Amended and Restated 2013 Stock Option Plan                
Class Of Stock [Line Items]                
Shares outstanding from exercised options   1,716,200 1,549,788 1,310,430        
RSUs | Supplemental Incentive Plans                
Class Of Stock [Line Items]                
Shares of vested over period     4 years          
Shares, vested     237,634          
RSUs | Supplemental Incentive Plans | On the date of grant                
Class Of Stock [Line Items]                
Shares, vesting rights, percentage     33.33%          
RSUs | Supplemental Incentive Plans | On the one-year anniversary of the grant                
Class Of Stock [Line Items]                
Shares, vesting rights, percentage     33.33%          
RSUs | Supplemental Incentive Plans | On the two-year anniversary of the grant                
Class Of Stock [Line Items]                
Shares, vesting rights, percentage     33.33%          
RSUs | Montrose 2017 Stock Incentive Plan                
Class Of Stock [Line Items]                
Shares, granted         1,355,182      
Shares, vesting rights, percentage         50.00%      
Shares reserved for future issuance         135,517      
Performance-Vested RSUs | Montrose 2017 Stock Incentive Plan                
Class Of Stock [Line Items]                
Shares, granted         316,209      
Shares, vesting rights, percentage         50.00%      
Stock Appreciation Rights (SARs)                
Class Of Stock [Line Items]                
Share based compensation expense   $ 27,205 $ 9,185 $ 9,280        
Stock Appreciation Rights (SARs) | Two Thousand Seventeen Plan                
Class Of Stock [Line Items]                
Shares of vested over period         5 years      
Shares, granted         3,000,000      
Exercise price         $ 66.79      
Fair value vested in period   $ 46,000            
Amortization period   5 years            
Remaining unamortized value   $ 18,000            
Stock Options                
Class Of Stock [Line Items]                
Share based compensation expense   $ 3,794 6,570 10,038        
Stock Options | Montrose 2017 Stock Incentive Plan | Board of Directors                
Class Of Stock [Line Items]                
Shares of vested over period   4 years            
Stock Options | Montrose 2017 Stock Incentive Plan | Executive Officers                
Class Of Stock [Line Items]                
Shares of vested over period   3 years            
Vesting frequency of period   1 year            
Stock Options | Montrose 2017 Stock Incentive Plan | On the two-year anniversary of the grant | Board of Directors                
Class Of Stock [Line Items]                
Shares, vesting rights, percentage   50.00%            
Stock Options | Montrose 2017 Stock Incentive Plan | Fourth Anniversary | Board of Directors                
Class Of Stock [Line Items]                
Shares, vesting rights, percentage   50.00%            
Restricted Stock                
Class Of Stock [Line Items]                
Share based compensation expense   $ 33,666 $ 31,512 $ 23,972        
Restricted Stock | Montrose 2017 Stock Incentive Plan                
Class Of Stock [Line Items]                
Shares RSAs granted   23,961 17,346 10,920        
Common Stock                
Class Of Stock [Line Items]                
Issuance of common stock pursuant to follow-on offering, shares   3,450,000 443,438          
Follow-on Offering | Common Stock                
Class Of Stock [Line Items]                
Issuance of common stock pursuant to follow-on offering, shares 3,450,000              
Net proceeds from sale of common stock $ 121,800              
Underwriters | Common Stock                
Class Of Stock [Line Items]                
Initial Shares of public offering price $ 37.15              
Discounts and commisions per share $ 1.67175              
[1] In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares reserved for future issuance as of December 31, 2022 and 2023 includes awards of SARs approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” above for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.
v3.25.0.1
Stockholders' Equity - Summary of Number of Shares Authorized to be Issued and Available for Grant (Details) - shares
Dec. 31, 2024
Jan. 31, 2024
Dec. 31, 2023
Jan. 31, 2023
Dec. 31, 2022
Jan. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares authorized to be issued 9,574,495   8,366,932   7,177,131  
Shares available for grant [1] 1,683,352   662,662   367,243  
2017 Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares authorized to be issued 7,538,276   6,330,713   5,140,112  
Shares available for grant 1,683,352 [1] 1,207,563 662,662 [1] 1,189,801 367,243 [1] 1,185,112
2013 Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares authorized to be issued 2,036,219   2,036,219   2,037,019  
[1] In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant as of December 31, 2022 and 2023 excluded awards of stock appreciation rights approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” below for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.
v3.25.0.1
Stockholders' Equity - Summary of Number of Shares Authorized to be Issued and Available for Grant (Parenthetical) (Details) - shares
Dec. 31, 2024
Jan. 31, 2024
Dec. 31, 2023
Jan. 31, 2023
Dec. 31, 2022
Jan. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares available for grant [1] 1,683,352   662,662   367,243  
Common stock reserved for future issuance 7,326,507   9,439,847   8,580,219  
2017 Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares available for grant 1,683,352 [1] 1,207,563 662,662 [1] 1,189,801 367,243 [1] 1,185,112
[1] In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares available for grant as of December 31, 2022 and 2023 excluded awards of stock appreciation rights approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” below for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.
v3.25.0.1
Stockholders' Equity - Schedule of Stock Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense $ 64,665 $ 47,267 $ 43,290
Cost of Revenue      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 4,801 3,346 1,507
Selling, General and Administrative Expenses      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 59,864 43,921 41,783
Stock Options      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 3,794 6,570 10,038
Stock Options | Cost of Revenue      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 1,223 1,685 1,507
Stock Options | Selling, General and Administrative Expenses      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 2,571 4,885 8,531
Restricted Stock      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 33,666 31,512 23,972
Restricted Stock | Cost of Revenue      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 3,578 1,661  
Restricted Stock | Selling, General and Administrative Expenses      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 30,088 29,851 23,972
Stock Appreciation Rights (SARs)      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense 27,205 9,185 9,280
Stock Appreciation Rights (SARs) | Selling, General and Administrative Expenses      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Stock compensation expense $ 27,205 $ 9,185 $ 9,280
v3.25.0.1
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Montrose 2017 Stock Incentive Plan - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]        
Shares, Granted       1,671,391
Weighted-Average Grant Date Fair Value        
Weighted Average Grant Date Fair Value per Share Granted   $ 13.98 $ 16.34  
Restricted Stock Units Awards        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]        
Beginning outstanding shares 2,468,722 1,777,715 1,696,923  
Shares, Granted 359,749 793,133 106,324  
Shares, Forfeited/ cancelled (56,921) (11,311)    
Shares, Vested (154,491) (90,815) (25,532)  
Ending outstanding shares 2,617,059 2,468,722 1,777,715 1,696,923
Weighted-Average Grant Date Fair Value        
Weighted Average Grant Date Fair Value per Share Granted $ 39.75 $ 34.33 $ 46.82  
Weighted Average Grant Date Fair Value per Share Forfeited/ cancelled 37.32 32.13    
Weighted-Average Grant Date Fair Value, Vested $ 36.82 $ 36.77 $ 31.27  
v3.25.0.1
Stockholders' Equity - Summary of Performance Hurdles (Details)
 12 Months Ended
Dec. 31, 2024
$ / shares
SAR Stock Price Performance Hurdle One  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
SARs Stock Price Performance Hurdle $ 133.58
Portion of SARs Subject to Performance Hurdle 33.00%
SAR Stock Price Performance Hurdle Two  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
SARs Stock Price Performance Hurdle $ 166.98
Portion of SARs Subject to Performance Hurdle 33.00%
SAR Stock Price Performance Hurdle Three  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
SARs Stock Price Performance Hurdle $ 200.37
Portion of SARs Subject to Performance Hurdle 33.00%
v3.25.0.1
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Montrose 2017 Stock Incentive Plan        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]        
Options to Purchase Common Stock Outstanding Beginning Balance 2,516,272 2,579,566 2,036,729  
Options to Purchase Common Stock Granted 0 253,980 698,534  
Options to Purchase Common Stock Forfeited/cancelled (78,130) (134,170) (96,211)  
Options to Purchase Common Stock Expired (37,825) (6,450)    
Options to Purchase Common Stock Exercised (55,110) (176,654) (59,486)  
Options to Purchase Common Stock Outstanding Ending Balance 2,345,207 2,516,272 2,579,566 2,036,729
Options to Purchase Common Stock Exercisable 1,966,557      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]        
Weighted-Average Exercise Price per Share Beginning Balance $ 30.92 $ 31 $ 26.00  
Weighted-Average Exercise Price per Share Granted   32.41 43.74  
Weighted-Average Exercise Price per Share Forfeited/cancelled 38.57 36.01 32.19  
Weighted-Average Exercise Price per Share Expired 41.90 32.03    
Weighted-Average Exercise Price per Share Exercised 25.48 24.12 23.27  
Weighted-Average Exercise Price per Share Ending Balance 30.62 30.92 31 $ 26.00
Weighted-Average Exercise Price per Share, Exercisable 28.87      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Weighted Average Grant Date Fair Value per Share Beginning Balance 15.95 15 14.00  
Weighted Average Grant Date Fair Value per Share Granted   13.98 16.34  
Weighted Average Grant Date Fair Value per Share Ending Balance $ 16.32 $ 15.95 $ 15 $ 14.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]        
Weighted Average Remaining Contract Life (in Years) Outstanding 6 years 7 years 7 years 9 months 18 days 8 years 3 months 18 days
Weighted Average Remaining Contract Life, Exercisable 5 years 8 months 12 days      
Aggregate Intrinsic Value of In-The-Money Options Outstanding $ 13,825 $ 37,295 $ 91,030  
Aggregate Intrinsic Value of In-The-Money Options Exercised 776 3,726 1,398  
Aggregate Intrinsic Value of In-The-Money Options Outstanding 776 $ 13,825 $ 37,295 $ 91,030
Aggregate Intrinsic Value of In-The-Money Options Exercisable $ 2,188      
Montrose Amended and Restated 2013 Stock Option Plan        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]        
Options to Purchase Common Stock Outstanding Beginning Balance 792,191 855,695 897,674  
Options to Purchase Common Stock Expired   (800) (125)  
Options to Purchase Common Stock Exercised (111,302) (62,704) (41,854)  
Options to Purchase Common Stock Outstanding Ending Balance 680,889 792,191 855,695 897,674
Options to Purchase Common Stock Exercisable 680,889      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]        
Weighted-Average Exercise Price per Share Beginning Balance $ 6.40 $ 6 $ 6  
Weighted-Average Exercise Price per Share Expired   6.03 6.03  
Weighted-Average Exercise Price per Share Exercised 5.87 6.82 6.19  
Weighted-Average Exercise Price per Share Ending Balance 6.49 6.40 6 $ 6
Weighted-Average Exercise Price per Share, Exercisable 6.49      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Weighted Average Grant Date Fair Value per Share Beginning Balance 2.16 2.1 2  
Weighted Average Grant Date Fair Value per Share Ending Balance $ 2.51 $ 2.16 $ 2.1 $ 2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]        
Weighted Average Remaining Contract Life (in Years) Outstanding 1 year 6 months 2 years 4 months 24 days 3 years 3 months 18 days 4 years 4 months 24 days
Weighted Average Remaining Contract Life, Exercisable 1 year 6 months      
Aggregate Intrinsic Value of In-The-Money Options Outstanding $ 20,380 $ 32,478 $ 57,529  
Aggregate Intrinsic Value of In-The-Money Options Exercised 3,042 1,950 1,626  
Aggregate Intrinsic Value of In-The-Money Options Outstanding 8,211 $ 20,380 $ 32,478 $ 57,529
Aggregate Intrinsic Value of In-The-Money Options Exercisable $ 8,211      
v3.25.0.1
Stockholders' Equity - Summary of Weighted Average Assumptions Used in Black-Sholes Option-pricing Model (Details) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]    
Common stock value (per share) $ 32.41 $ 43.74
Expected volatility 33.55% 33.44%
Risk- free interest rate 3.77% 2.03%
Expected life (years) 7 years 6 years 11 months 23 days
Forfeiture rate 0.00% 0.00%
Dividend rate 0.00% 0.00%
v3.25.0.1
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares
Dec. 31, 2024
Jan. 31, 2024
Dec. 31, 2023
Jan. 31, 2023
Dec. 31, 2022
Jan. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance 7,326,507   9,439,847   8,580,219  
Montrose 2013 Stock Incentive Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance 680,889   792,191   855,695  
Montrose 2017 Stock Incentive Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance 6,645,618 [1] 1,207,563 8,647,656 [1] 1,189,801 7,724,524 [1] 1,185,112
[1] In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares reserved for future issuance as of December 31, 2022 and 2023 includes awards of SARs approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” above for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.
v3.25.0.1
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - shares
Dec. 31, 2024
Jan. 31, 2024
Dec. 31, 2023
Jan. 31, 2023
Dec. 31, 2022
Jan. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance 7,326,507   9,439,847   8,580,219  
Montrose 2017 Stock Incentive Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance 6,645,618 [1] 1,207,563 8,647,656 [1] 1,189,801 7,724,524 [1] 1,185,112
[1] In January 2024, January 2023 and January 2022 the Board of Directors ratified the addition of 1,207,563, 1,189,801 and 1,185,112 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. Shares reserved for future issuance as of December 31, 2022 and 2023 includes awards of SARs approved in December 2021 that were subject to vesting based on the achievement of certain market conditions, which had not yet been achieved when these awards were cancelled, effective as of December 31, 2024. See “Stock Appreciation Rights” above for additional information on stock appreciation rights. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards.
v3.25.0.1
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Earnings Per Share [Abstract]      
Net Income (Loss) $ (62,314) $ (30,859) $ (31,819)
Convertible and redeemable Series A-2 Preferred Stock dividend (11,064) (16,400) (16,400)
Net loss attributable to common stockholders -basic (73,378) (47,259) (48,219)
Net loss attributable to common stockholders -diluted $ (73,378) $ (47,259) $ (48,219)
Weighted-average number of shares of common stock outstanding - basic 33,061 30,058 29,688
Weighted-average number of shares of common stock outstanding - diluted 33,061 30,058 29,688
Net loss per share attributable to common stockholders - basic $ (2.22) $ (1.57) $ (1.62)
Net loss per share attributable to common stockholders - diluted $ (2.22) $ (1.57) $ (1.62)
v3.25.0.1
Net Loss Per Share - Common Stock Equivalents Excluded from Calculation of Diluted Loss Per Share Attributable to Common Stockholders (Details) - shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Stock Options      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share amount [1] 3,026,096 3,308,463 3,435,261
Restricted Stock      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share amount [1] 2,617,059 2,468,722 1,777,715
Series A-2 Preferred Stock      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share amount [1] 4,293,793 5,952,609 4,983,282
Stock Appreciation Rights (SARs)      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share amount [1],[2] 0 3,000,000 3,000,000
[1] Includes 2,374,716, 7,660,169 and 6,886,942 shares underlying equity awards that were out of the money as of December 31, 2024, 2023 and 2022, respectively.
[2] Effective December 31, 2024, the Board of Directors approved the SAR Cancellation (Note 17).
v3.25.0.1
Net Loss Per Share - Common Stock Equivalents Excluded from Calculation of Diluted Loss Per Share Attributable to Common Stockholders (Parenthetical) (Details) - shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share [Abstract]    
Number of shares out of money 2,374,716 7,660,169
v3.25.0.1
Segment Information and Geographic Location Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
OperatingUnit
Segment
Segment Reporting Information [Line Items]  
Number of operating units | OperatingUnit 6
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
Number of reportable segments | Segment 3
v3.25.0.1
Segment Information and Geographic Location Information - Components of Segment Revenues, Segment Expenses and Segment Adjusted EBITDA (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Segment Revenues $ 696,395 $ 624,208 $ 544,416
Segment Adjusted EBITDA 136,880 116,452 99,662 [1]
Assessment, Permitting and Response      
Segment Reporting Information [Line Items]      
Segment Revenues 214,850 220,727 187,234
Segment Expenses 166,830 168,579 149,776
Segment Adjusted EBITDA 48,020 52,148 37,458 [1]
Measurement and Analysis      
Segment Reporting Information [Line Items]      
Segment Revenues [2] 224,366 197,095 172,432
Segment Expenses [2] 173,845 159,878 140,844
Segment Adjusted EBITDA [2] 50,521 37,217 31,588 [1]
Remediation and Reuse      
Segment Reporting Information [Line Items]      
Segment Revenues 257,179 206,386 184,750
Segment Expenses 218,840 179,299 154,134
Segment Adjusted EBITDA $ 38,339 $ 27,087 $ 30,616 [1]
[1] Includes the add back of start-up losses and investment in new services of $2.3 million.
[2] Includes revenue of zero, $8.8 million and $17.0 million and Adjusted EBITDA of zero, $2.1 million and $6.4 million from the Discontinued Specialty Lab for the years ended December 31, 2024, 2023, and 2022, respectively.
v3.25.0.1
Segment Information and Geographic Location Information - Components of Segment Revenues, Segment Expenses and Segment Adjusted EBITDA (Parenthetical) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Segment Revenues $ 696,395 $ 624,208 $ 544,416
Total Reportable Segments 136,880 116,452 99,662 [1]
Discontinuing Specialty Lab      
Segment Reporting Information [Line Items]      
Segment Revenues 0 8,800 17,000
Total Reportable Segments $ 0 $ 2,100 6,400
Start-up Losses and Investment in New Services      
Segment Reporting Information [Line Items]      
Total Reportable Segments     $ 2,300
[1] Includes the add back of start-up losses and investment in new services of $2.3 million.
v3.25.0.1
Segment Information and Geographic Location Information - Reconciliation of Segment Measure to Net Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting [Abstract]      
Total Reportable Segments $ 136,880 $ 116,452 $ 99,662 [1]
Corporate and Other (41,092) (37,876) (31,212)
Interest expense, net (15,862) (7,793) (5,239)
Depreciation and amortization (52,762) (45,780) (47,479)
Stock-based compensation (64,665) (47,267) (43,290)
Start-up losses and investment in new services     (2,277)
Acquisition costs (7,827) (6,930) (1,891)
Fair value changes in financial instruments (3,124) 4,129 3,396
Fair value changes in business acquisition contingencies (534) (84) 3,227
Expenses related to financing transactions (317) (35) (7)
Discontinued Specialty Lab [2] (692) (6,112)  
Other losses or expenses (4,323) [3] (543) [4] (4,459) [5]
Loss before expense from income taxes $ (54,318) $ (31,839) $ (29,569)
[1] Includes the add back of start-up losses and investment in new services of $2.3 million.
[2] Amounts consist of operating losses before depreciation related to the Discontinued Specialty Lab.
[3] Amounts are primarily comprised of non-recurring costs to centralize certain back-office functions, lease abandonment costs, and third party expenses associated with the independent review and analysis of assertions in a short seller report regarding the Company.
[4] Amounts are comprised of expenses related to an aircraft accident, net of insurance gain, as well as a gain on the surrender of a lease.
[5] Amounts include costs associated with the exiting of the legacy water treatment and renewable energy operations and maintenance contracts and the Company's start-up lab in Berkeley, California, as well as an impairment charge for certain operating lease right-of-use assets and severance costs related to the restructuring within the Company’s soil remediation business.
v3.25.0.1
Segment Information and Geographic Location Information - Schedule of Revenues by Geographic Location (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total Revenue $ 696,395 $ 624,208 $ 544,416
United States      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total Revenue 550,323 539,578 523,189
Canada      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total Revenue 115,918 72,608 12,002
Other International      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total Revenue $ 30,154 $ 12,022 $ 9,225
v3.25.0.1
Segment Information and Geographic Location Information - Schedule of Long-lived Assets by Geographic Location (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total property and equipment - net $ 63,776 $ 56,825
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total property and equipment - net 57,730 50,686
Canada    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total property and equipment - net 5,070 4,665
Other International    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total property and equipment - net $ 976 $ 1,474
v3.25.0.1
Related-Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]      
Related party transaction amount $ 0 $ 0 $ 0
v3.25.0.1
Defined Contribution Plan - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Defined Contribution Plan Disclosure [Line Items]      
Defined contribution plan, description 401(k) Savings Plan    
Defined contribution plan, maximum annual contributions per employee, percent 85.00% 85.00% 85.00%
Defined contribution plan, employer matching contribution, percent of match 100.00%    
Defined contribution plan participant's elective deferrals maximum percentage of participant's compensation 3.00%    
Defined contribution plan percentage of participant's elective deferrals 50.00%    
Selling, General and Administrative Expenses      
Defined Contribution Plan Disclosure [Line Items]      
Defined contribution plan, employer discretionary contribution amount $ 9.1 $ 7.9 $ 5.7
Minimum      
Defined Contribution Plan Disclosure [Line Items]      
Defined contribution plan participant's compensation percent 3.00%    
Maximum      
Defined Contribution Plan Disclosure [Line Items]      
Defined contribution plan participant's compensation percent 5.00%    
v3.25.0.1
Subsequent Events - Additional Information (Details) - USD ($)
$ in Millions
Feb. 26, 2025
Mar. 31, 2026
Jan. 13, 2025
Forecast | 2025 Credit Facility      
Subsequent Event [Line Items]      
Initial permitted leverage ratio year two   375.00%  
Subsequent Event | Convertible Series A-2 Preferred Stock      
Subsequent Event [Line Items]      
Temporary equity convertible into common stock     $ 60.0
Subsequent Event | 2025 Credit Facility      
Subsequent Event [Line Items]      
Credit facility maturity date Feb. 26, 2030    
Leverage Capacity, Description Resetting the initial permitted leverage ratio to 4.0 times, stepping down to 3.75 times on March 31, 2026;    
Initial permitted leverage ratio 400.00%    
Interest rate 0.10%    
Line of credit facility, maximum borrowing capacity $ 500.0    
Maximum pro-forma leverage ratio 300.00%    
Minimum pro-forma fixed charge coverage ratio 125.00%    
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] us-gaap:SecuredOvernightFinancingRateSofrMember    
Subsequent Event | 2025 Credit Facility | Minimum      
Subsequent Event [Line Items]      
Incremental commitment cost $ 150.0    
Subsequent Event | 2025 Credit Facility | Maximum      
Subsequent Event [Line Items]      
Incremental commitment cost 200.0    
Subsequent Event | 2025 Credit Facility | Term Loan Facility      
Subsequent Event [Line Items]      
Line of credit facility, maximum borrowing capacity 200.0    
Subsequent Event | 2025 Credit Facility | Revolving Line of Credit      
Subsequent Event [Line Items]      
Line of credit facility, maximum borrowing capacity $ 300.0