XML 22 R12.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Acquisitions
 6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
The aggregate details of the Company’s acquisition activity are as follows:
Acquisitions Completed During
Six Months Ended June 30,
20242023
Number of acquisitions1 1 
Cash paid at closing$5,000 $10,299 
Net cash paid$5,000 $10,299 
The operating results of the acquired businesses were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.
The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows:
June 30, 2024December 31, 2023
Accruals and other current liabilities$2,571 $3,576 
Non-contingent consideration from acquisitions$2,571 $3,576 
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 one acquisition completed during the six months ended June 30, 2024 and 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 three months ended June 30, 2024 and 2023, the Company’s acquisition expenses were $231 and $113, respectively, and $429 and $5,298 for the six months ended June 30, 2024 and 2023, respectively, which include costs related to legal, accounting, valuation, insurance, and other consulting and transaction fees.
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
Six Months EndedYear Ended
June 30, 2024December 31, 2023
Consideration:
Cash paid at closing$5,000 $26,287 
Deferred, non-contingent consideration, net— 525 
Other— 15 
Total consideration$5,000 $26,827 
Assets acquired and liabilities assumed:
Cash$— $264 
Accounts receivable and other current assets635 1,742 
Operating lease right-of-use assets— 397 
Deferred income taxes— 2,151 
Other assets15 6 
Software and technology (weighted average useful life of 3 years)
825 3,077 
Customer relationships (weighted average useful life of 6 years)
— 3,900 
Trademarks (weighted average useful life of 5 years)
— 1,000 
Total identifiable assets acquired excluding goodwill1,475 12,537 
Accruals and other current liabilities(694)(624)
Deferred revenues(1,537)(4,623)
Operating lease liabilities— (397)
Total liabilities assumed(2,231)(5,644)
Net identifiable assets acquired excluding goodwill(756)6,893 
Goodwill5,756 19,934 
Net assets acquired$5,000 $26,827 
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 $5,756 of the goodwill recorded relating to the 2024 acquisition will be deductible for income tax purposes.