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Acquisitions
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
The aggregate details of the Company’s acquisition activity are as follows:
Acquisitions Completed During
Year Ended December 31,
202320222021
Number of acquisitions3 6 13 
Cash paid at closing (1)
$26,287 $763,228 $1,072,820 
Cash acquired(264)(20,221)(37,837)
Net cash paid$26,023 $743,007 $1,034,983 
(1)Of the cash paid at closing for the year ended December 31, 2023, $1,000 was deposited into an escrow account to secure any potential indemnification and other obligations of the seller.
On January 31, 2022, the Company completed the acquisition of PLS, a leader in software for the design of overhead electric power transmission lines and their structures, for $695,968 in cash, net of cash acquired. On June 17, 2021, the Company completed the acquisition of Seequent, a leader in software for geological and geophysical modeling, geotechnical stability, and cloud services for geodata management and collaboration, for $883,336 in cash, net of cash acquired, plus 3,141,342 shares of the Company’s Class B common stock. The operating results of the acquired businesses, except for Seequent, were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.
The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows:
December 31,
20232022
Accruals and other current liabilities$— $1,196 
Contingent consideration from acquisitions$— $1,196 
The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows:
December 31,
20232022
Accruals and other current liabilities$3,576 $2,434 
Other liabilities— 2,977 
Non-contingent consideration from acquisitions$3,576 $5,411 
The operating results of the acquired businesses are included in the Company’s consolidated financial statements from the closing date of each respective acquisition. The purchase price for each acquisition has been allocated to the net tangible and intangible assets and liabilities based on their estimated fair values at the respective acquisition date.
The Company is in the process of finalizing the purchase accounting for two acquisitions completed during the year ended December 31, 2023. Identifiable assets acquired and liabilities assumed were provisionally recorded at their estimated fair values on the respective acquisition date. The initial accounting for these business combinations is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The allocation of the purchase price may be modified from the date of the acquisition as more information is obtained about the fair values of assets acquired and liabilities assumed, however, such measurement period cannot exceed one year.
Acquisition costs are expensed as incurred and are recorded in General and administrative in the consolidated statements of operations. For the years ended December 31, 2023, 2022, and 2021, the Company’s acquisition expenses were $5,879, $11,758, and $20,471, respectively, which include costs related to legal, accounting, valuation, insurance, and other consulting and transaction fees. For the year ended December 31, 2022, $9,804 of the Company’s acquisition expenses related to the acquisition of PLS. For the year ended December 31, 2021, $16,557 and $1,644 of the Company’s acquisition expenses related to the acquisition of Seequent and PLS, respectively.
The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition (including contingent consideration):
Acquisitions Completed During
Year Ended December 31,
202320222021
Consideration:
Cash paid at closing$26,287 $763,228 $1,072,820 
Shares issued at closing (1)(2)
— — 182,390 
Contingent consideration— 1,390 4,544 
Deferred, non-contingent consideration, net525 749 10,090 
Other15 (269)— 
Total consideration$26,827 $765,098 $1,269,844 
Assets acquired and liabilities assumed:
Cash$264 $20,221 $37,837 
Accounts receivable and other current assets1,742 8,890 24,174 
Operating lease right-of-use assets397 1,237 12,095 
Property and equipment— 1,316 4,383 
Deferred income taxes2,151 — — 
Other assets6 7 874 
Software and technology (weighted average useful life of 3, 5, and 5 years, respectively)
3,077 10,608 43,560 
Customer relationships (weighted average useful life of 6, 10, and 9 years, respectively)
3,900 82,278 158,555 
Trademarks (weighted average useful life of 5, 8 and 10 years, respectively)
1,000 6,972 38,256 
In-process research and development— — 3,700 
Total identifiable assets acquired excluding goodwill12,537 131,529 323,434 
Accruals and other current liabilities(624)(4,079)(27,649)
Deferred revenues(4,623)(14,176)(26,245)
Operating lease liabilities(397)(1,237)(11,988)
Deferred income taxes— (5,745)(53,342)
Other liabilities— — (716)
Total liabilities assumed(5,644)(25,237)(119,940)
Net identifiable assets acquired excluding goodwill6,893 106,292 203,494 
Goodwill19,934 658,806 1,066,350 
Net assets acquired$26,827 $765,098 $1,269,844 
(1)Of the total 3,141,342 shares issued at closing, 83,627 shares are subject to forfeiture if post‑closing employment service conditions are not met and accordingly were recorded as stock‑based compensation expense over the related forfeiture period of two years.
(2)A fair value adjustment of $16,943 was applied to the stock consideration due to restrictions on the transfer of securities.
The Company allocates the purchase price for each acquisition to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair value at the respective acquisition date, with the exception of deferred revenues which are recognized and measured on the acquisition date in accordance with the Company’s revenue recognition policies in Note 3. The fair values of the working capital, other assets (liabilities), and property and equipment approximated their respective carrying values as of the acquisition date. The fair values of the intangible assets were primarily determined using the income approach. When applying the income approach, indications of fair values were developed by discounting future net cash flows to their present values at market‑based rates of return. The cash flows were based on estimates used to price the acquisitions and the discount rates applied were benchmarked with reference to the implied rate of return from the Company’s pricing model and the weighted average cost of capital. Goodwill is measured as the excess of the purchase price over the value of net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent and non‑contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement. Any adjustments to estimated fair value are recorded to goodwill, provided that the Company is within the measurement period (up to one year from the acquisition date) and that the Company continues to collect information to determine estimated fair value. Subsequent to the measurement period or the Company’s final determination of estimated fair value, whichever comes first, adjustments are recorded in the consolidated statements of operations.
Goodwill recorded in connection with the acquisitions was attributable to synergies expected to arise from cost saving opportunities, as well as future expected cash flows. The Company expects $9,771 of the goodwill recorded relating to the 2023 acquisitions will be deductible for income tax purposes.
Unaudited Pro Forma Financial Information
Had the acquisition of Seequent been made at the beginning of 2020, unaudited pro forma total revenues for the year ended December 31, 2021 would have been $1,017,975. Net income, net income per share, basic, and net income per share, diluted for the year ended December 31, 2021 would not have been materially different than the amounts reported primarily due to the pro forma adjustments to reflect the amortization of purchased intangibles and the cost to finance the transaction, net of the related tax effects.
The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2020. The unaudited pro forma financial information combines the historical results of the Company, the adjusted historical results of Seequent considering the date the Company completed the acquisition of Seequent, and the effects of the pro forma adjustments described above.