XML 28 R13.htm IDEA: XBRL DOCUMENT v3.25.0.1
Acquisitions
 12 Months Ended
Dec. 31, 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
Year Ended December 31,
202420232022
Number of acquisitions3 3 6 
Cash paid at closing (1)
$143,299 $26,287 $763,228 
Cash acquired(12,892)(264)(20,221)
Net cash paid$130,407 $26,023 $743,007 
(1)Of the cash paid at closing, $11,000 was held in an escrow account to secure any potential indemnification and other obligations of the seller as of December 31, 2024.
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 $695,968 in cash, net of cash acquired. The operating results of the acquired businesses were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.
The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows:
December 31,
20242023
Accruals and other current liabilities$— $3,576 
Non-contingent consideration from acquisitions$— $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 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,
202420232022
Consideration:
Cash paid at closing$143,299 $26,287 $763,228 
Contingent consideration— — 1,390 
Deferred, non-contingent consideration, net— 525 749 
Other108 15 (269)
Total consideration$143,407 $26,827 $765,098 
Assets acquired and liabilities assumed:
Cash$12,892 $264 $20,221 
Accounts receivable and other current assets6,102 1,742 8,890 
Operating lease right-of-use assets103 397 1,237 
Property and equipment— — 1,316 
Deferred income taxes— 2,151 — 
Other assets86 6 7 
Software and technology (weighted average useful life of 5, 3, and 5 years, respectively)
7,025 3,077 10,608 
Customer relationships (weighted average useful life of 3, 6, and 10 years, respectively)
284 3,900 82,278 
Trademarks (weighted average useful life of 10, 5 and 8 years, respectively)
5,145 1,000 6,972 
Total identifiable assets acquired excluding goodwill31,637 12,537 131,529 
Accruals and other current liabilities(5,778)(624)(4,079)
Deferred revenues(2,427)(4,623)(14,176)
Operating lease liabilities(103)(397)(1,237)
Deferred income taxes(136)— (5,745)
Total liabilities assumed(8,444)(5,644)(25,237)
Net identifiable assets acquired excluding goodwill23,193 6,893 106,292 
Goodwill120,214 19,934 658,806 
Net assets acquired$143,407 $26,827 $765,098 
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 $26,444 of the goodwill recorded relating to the 2024 acquisitions will be deductible for income tax purposes.
The Company is in the process of finalizing the purchase accounting for certain acquisitions completed during the year ended December 31, 2024. 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. The primary areas of preliminary purchase price allocation that are not yet finalized are amounts for tax assets and liabilities and residual goodwill.