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Business Combinations and Disposals | 12 Months Ended
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Dec. 31, 2022
Business Combinations and Disposals |
Business Combinations and Disposals | 12. Business Combinations and Disposals During 2022, 2021 and 2020, the Company completed several business combination transactions. The purpose of each of the acquisitions was to expand the scope and nature of the Company’s product and service offerings, obtain new customer acquisition channels, add additional team members with important skillsets, and realize synergies. The aggregate transaction costs associated with these transactions were $2.1 million, $5.4 million and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively, and are included in general and administrative expenses on the consolidated statements of operations. The results of operations for each acquisition are included in the Company’s consolidated financial statements from the date of acquisition onwards. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets acquired and liabilities assumed, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuations as soon as practicable, but not later than one year from the acquisition date. 2022 Acquisitions The following table summarizes the total consideration and the preliminary estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during 2022: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Weighted Average Useful Life (in years) |  | RWS |  | Other |  | Total
Purchase consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash | ​ | ​ | $ | 25,572 | ​ | $ | 13,763 | ​ | $ | 39,335
Issuance of common stock | ​ | ​ | ​ | 3,552 | ​ | ​ | — | ​ | ​ | 3,552
Holdback liabilities and amounts in escrow | ​ | ​ | ​ | 1,000 | ​ | ​ | 1,500 | ​ | ​ | 2,500
Contingent consideration - liability-classified | ​ | ​ | ​ | 8,700 | ​ | ​ | — | ​ | ​ | 8,700
Total purchase consideration: | ​ | ​ | $ | 38,824 | ​ | $ | 15,263 | ​ | $ | 54,087
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash, cash equivalents and restricted cash | ​ | ​ | $ | 2,030 | ​ | $ | 256 | ​ | $ | 2,286
Current assets | ​ | ​ | ​ | 525 | ​ | ​ | 7 | ​ | ​ | 532
Property and equipment | ​ | ​ | ​ | 497 | ​ | ​ | — | ​ | ​ | 497
Operating lease right-of-use assets | ​ | ​ | ​ | 871 | ​ | ​ | — | ​ | ​ | 871
Intangible assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Customer relationships | 8 | ​ | ​ | 13,860 | ​ | ​ | 2,750 | ​ | ​ | 16,610
Acquired technology | 5 | ​ | ​ | 500 | ​ | ​ | 1,480 | ​ | ​ | 1,980
Trademarks and tradenames | 9 | ​ | ​ | 400 | ​ | ​ | 200 | ​ | ​ | 600
Non-competition agreements | 7 | ​ | ​ | 180 | ​ | ​ | 20 | ​ | ​ | 200
Goodwill | ​ | ​ | ​ | 27,366 | ​ | ​ | 10,698 | ​ | ​ | 38,064
Total assets acquired | ​ | ​ | ​ | 46,229 | ​ | ​ | 15,411 | ​ | ​ | 61,640
Current liabilities | ​ | ​ | ​ | (6,869) | ​ | ​ | (148) | ​ | ​ | (7,017)
Operating lease liabilities, non-current | ​ | ​ | ​ | (536) | ​ | ​ | — | ​ | ​ | (536)
Net assets acquired | ​ | ​ | $ | 38,824 | ​ | $ | 15,263 | ​ | $ | 54,087
​ April 1, 2022 Acquisition of Residential Warranty Services (“RWS”) On April 1, 2022, the Company entered into a stock and membership interest purchase agreement with Residential Warranty Services (“RWS”) to acquire its home warranty and inspection software and services businesses. On this date, the Company completed the acquisition of substantially all of RWS’ operations except for those in Florida and California. The aggregate consideration, subject to certain closing adjustments, for the completed acquisitions was $38.8 million, including $25.6 million in cash, $1.0 million held in escrow for 24 months to satisfy potential indemnifications, $3.6 million of Porch common stock, and $8.7 million in contingent consideration based on specific metrics. The acquisitions of the Florida and California operations are subject to certain regulatory and other approvals and are expected to close in fiscal 2023. The Company expects to pay approximately $2.4 million, subject to certain closing adjustments, to close these acquisitions. The purpose of the acquisitions is to expand the scope and nature of Porch’s service offerings, add additional team members with important skillsets, and realize synergies. Goodwill is expected to be deductible for tax purposes and is subject to further adjustment pending the closing of the acquisition of the remaining RWS operations in Florida and California. The following table summarizes the fair value of the intangible assets of RWS as of the date of the acquisition: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated
​ | ​ | Fair | ​ | Useful Life
​ |  | Value |  | (in years)
Intangible assets: | ​ |  |  |  |
Customer relationships | ​ | $ | 13,860 |  | 8
Acquired technology | ​ | ​ | 500 | ​ | 3
Trademarks and tradenames | ​ | ​ | 400 |  | 9
Non-competition agreements | ​ | ​ | 180 | ​ | 7
​ | ​ | $ | 14,940 |  |
​ The weighted-average amortization period for the acquired intangible assets is 7.7 years. The estimated fair value of the customer related intangible assets was calculated through the income approach using the multi-period excess earnings methodology. The estimated fair value of the trademarks and tradenames were calculated through the income approach using the relief from royalty methodology. The estimated fair value of the acquired internally developed and used technology was derived using the cost approach considering the estimated costs to replicate existing software. The estimated fair value of the non-competition agreement was calculated through the income approach using the with and without method over the contractual term of the agreement. Other acquisitions During 2022, the Company completed one or more acquisitions which were not material to the consolidated financial statements. The purpose of any such acquisition, may include without limitation, to expand the scope and nature of the Company’s services offerings, add additional team members with important skillsets, and/or realize synergies. Goodwill of $10.7 million is expected to be deductible for tax purposes. Pro forma results of operations have not been presented because the effects of 2022 acquisitions, individually and in the aggregate, were not material to our consolidated results of operations. 2021 Acquisitions The following table summarizes the total consideration and the preliminary estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during 2021: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Weighted Average Useful Life (in years) |  | V12 Data |  | HOA |  | Rynoh |  | AHP |  | Floify |  | Other Acquisitions |  | Total
Purchase consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash | ​ | ​ | $ | 20,196 | ​ | $ | 84,370 | ​ | $ | 32,302 | ​ | $ | 43,750 | ​ | $ | 75,959 | ​ | $ | 27,121 | ​ | $ | 283,698
Issuance of common stock | ​ | ​ | ​ | — | ​ | ​ | 22,773 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,908 | ​ | ​ | 3,026 | ​ | ​ | 35,707
Holdback liabilities and amounts in escrow | ​ | ​ | ​ | 150 | ​ | ​ | 1,000 | ​ | ​ | 3,500 | ​ | ​ | 2,500 | ​ | ​ | 900 | ​ | ​ | 1,775 | ​ | ​ | 9,825
Contingent consideration - equity-classified | ​ | ​ | ​ | — | ​ | ​ | 6,685 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,685
Contingent consideration - liability-classified | ​ | ​ | ​ | 1,410 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 8,632 | ​ | ​ | 327 | ​ | ​ | 10,369
Total purchase consideration: | ​ | ​ | $ | 21,756 | ​ | $ | 114,828 | ​ | $ | 35,802 | ​ | $ | 46,250 | ​ | $ | 95,399 | ​ | $ | 32,249 | ​ | $ | 346,284
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash, cash equivalents and restricted cash | ​ | ​ | $ | 1,035 | ​ | $ | 17,766 | ​ | $ | 408 | ​ | $ | 5,078 | ​ | $ | 1,508 | ​ | $ | 1,473 | ​ | $ | 27,268
Current assets | ​ | ​ | ​ | 4,939 | ​ | ​ | 235,669 | ​ | ​ | 932 | ​ | ​ | 8,221 | ​ | ​ | 221 | ​ | ​ | 1,795 | ​ | ​ | 251,777
Property and equipment | ​ | ​ | ​ | 996 | ​ | ​ | 615 | ​ | ​ | 334 | ​ | ​ | 17 | ​ | ​ | 87 | ​ | ​ | 80 | ​ | ​ | 2,129
Operating lease right-of-use assets | ​ | ​ | ​ | 1,383 | ​ | ​ | 1,258 | ​ | ​ | 159 | ​ | ​ | 913 | ​ | ​ | 731 | ​ | ​ | 445 | ​ | ​ | 4,889
Intangible assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Customer relationships | 9.0 | ​ | ​ | 1,650 | ​ | ​ | 16,700 | ​ | ​ | 12,700 | ​ | ​ | — | ​ | ​ | 7,000 | ​ | ​ | 10,320 | ​ | ​ | 48,370
Acquired technology | 4.0 | ​ | ​ | 3,525 | ​ | ​ | — | ​ | ​ | 2,800 | ​ | ​ | — | ​ | ​ | 28,300 | ​ | ​ | 1,340 | ​ | ​ | 35,965
Trademarks and tradenames | 12.0 | ​ | ​ | 1,225 | ​ | ​ | 12,200 | ​ | ​ | 900 | ​ | ​ | 700 | ​ | ​ | 6,025 | ​ | ​ | 650 | ​ | ​ | 21,700
Non-competition agreements | 2.0 | ​ | ​ | 40 | ​ | ​ | — | ​ | ​ | 90 | ​ | ​ | — | ​ | ​ | 40 | ​ | ​ | 55 | ​ | ​ | 225
Value of business acquired | 7.0 | ​ | ​ | — | ​ | ​ | 400 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 400
Renewal rights | 8.0 | ​ | ​ | — | ​ | ​ | 7,692 | ​ | ​ | — | ​ | ​ | 2,042 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,734
Trademarks and tradenames | Indefinite | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,750 | ​ | ​ | 4,750
Insurance licenses | Indefinite | ​ | ​ | — | ​ | ​ | 4,960 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,960
Goodwill | ​ | ​ | ​ | 16,708 | ​ | ​ | 45,370 | ​ | ​ | 22,051 | ​ | ​ | 45,681 | ​ | ​ | 53,056 | ​ | ​ | 14,499 | ​ | ​ | 197,365
Other non-current assets | ​ | ​ | ​ | — | ​ | ​ | 55,165 | ​ | ​ | — | ​ | ​ | 25 | ​ | ​ | — | ​ | ​ | 3 | ​ | ​ | 55,193
Total assets acquired | ​ | ​ | ​ | 31,501 | ​ | ​ | 397,795 | ​ | ​ | 40,374 | ​ | ​ | 62,677 | ​ | ​ | 96,968 | ​ | ​ | 35,410 | ​ | ​ | 664,725
Current liabilities | ​ | ​ | ​ | (6,871) | ​ | ​ | (269,460) | ​ | ​ | (517) | ​ | ​ | (15,487) | ​ | ​ | (1,014) | ​ | ​ | (2,485) | ​ | ​ | (295,834)
Operating lease liabilities, non-current | ​ | ​ | ​ | (848) | ​ | ​ | (898) | ​ | ​ | (72) | ​ | ​ | (685) | ​ | ​ | (555) | ​ | ​ | (204) | ​ | ​ | (3,262)
Long term liabilities | ​ | ​ | ​ | (2,026) | ​ | ​ | (7,434) | ​ | ​ | — | ​ | ​ | (79) | ​ | ​ | — | ​ | ​ | (46) | ​ | ​ | (9,585)
Deferred tax liabilities, net | ​ | ​ | ​ | — | ​ | ​ | (5,175) | ​ | ​ | (3,983) | ​ | ​ | (176) | ​ | ​ | — | ​ | ​ | (426) | ​ | ​ | (9,760)
Net assets acquired | ​ | ​ | $ | 21,756 | ​ | $ | 114,828 | ​ | $ | 35,802 | ​ | $ | 46,250 | ​ | $ | 95,399 | ​ | $ | 32,249 | ​ | $ | 346,284
​ January 12, 2021 Acquisition of V12 Data On January 12, 2021, Porch acquired V12 Data, an omnichannel marketing platform. The purpose of the acquisition is to expand the scope and nature of Porch’s service offerings, add additional team members with important skillsets, and realize synergies. Porch acquired V12 Data for $20.3 million cash with an additional $1.4 million as contingent consideration. The contingent consideration is based on the achievement of certain Revenue and EBITDA milestones over the two succeeding years and is paid in cash or common stock at Porch’s discretion. The consideration was paid to the sellers in exchange for net assets of $21.8 million. Goodwill is expected to be deductible for tax purposes. Acquisition-related costs of $0.8 million are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021. The following table summarizes the fair value of the intangible assets of V12 Data as of the date of the acquisition: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated
​ | ​ | Fair | ​ | Useful Life
​ |  | Value |  | (in years)
Intangible assets: | ​ |  |  |  |
Customer relationships | ​ | $ | 1,650 |  | 10
Acquired technology | ​ |  | 3,525 |  | 4
Trademarks and tradenames | ​ | ​ | 1,225 |  | 15
Non-competition agreements | ​ |  | 40 | ​ | 2
​ | ​ | $ | 6,440 |  |
​ The weighted-average amortization period for the acquired intangible assets is 7.6 years. The estimated fair value of the customer relationships intangible asset was calculated through the income approach using the multi-period excess earnings methodology. The estimated fair value of the trademarks and tradenames as well as acquired technology intangible assets were calculated through the income approach using the relief from royalty methodology. The estimated fair value of the non-competition agreement is derived using the with and without method over the contractual term of the agreement. April 5, 2021 Acquisition of HOA On April 5, 2021, Porch acquired HOA. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and operate as a full-service insurance carrier in 15 states at the time of the acquisition. Total consideration related to this transaction included $114.8 million, consisting of $84.1 million in cash, $22.8 million in Porch common stock, and acquisition hold backs and contingent consideration of $7.7 million. An additional $0.3 million related to the final working capital adjustment was paid to the sellers in the third quarter of 2021. Goodwill is not expected to be deductible for tax purposes. Acquisition-related costs of $1.9 million were primarily for legal and due-diligence related fees and are included in general and administrative expenses for the year ended December 31, 2021. The following table summarizes the fair value of the intangible assets of HOA as of the date of the acquisition: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated
​ | ​ | Fair | ​ | Useful Life
​ |  | Value |  | (in years)
Intangible assets: | ​ |  |  |  |
Customer relationships | ​ | $ | 16,700 |  | 10
Trademarks and tradenames | ​ | ​ | 12,200 | ​ | 10
Business acquired | ​ |  | 400 |  | 1
Renewal rights | ​ | ​ | 7,692 |  | 8
Insurance licenses | ​ |  | 4,960 | ​ | Indefinite
​ | ​ | $ | 41,952 |  |
​ The weighted-average amortization period for the acquired intangible assets is 9.5 years. The fair value of customer relationships was estimated through the income approach using the multi-period excess earnings methodology. The fair value of trade name and trademarks was estimated through the income approach using the relief from royalty methodology. The business acquired was valued using the income approach based on estimates of expected future losses and expenses associated with the policies that were in-force as of the closing date of the transaction compared to the future premium remaining to be earned. Renewal rights asset was estimated through the income approach based on premium forecast and cash flows from the renewal policies modeled over the life of the renewals. The insurance licenses were valued using the market approach. May 20, 2021 Acquisition of Rynoh On May 20, 2021, Porch acquired Segin Systems, Inc. (“Rynoh”), a software and data analytics company that supports financial management and fraud prevention primarily for the title and real estate industries. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $35.8 million, consisting of $32.3 million in cash paid at closing, and acquisition hold backs of $3.5 million. Goodwill is not expected to be deductible for tax purposes. Acquisition-related costs of $0.2 million were primarily for legal and due-diligence related fees and are included in general and administrative expenses for the year ended December 31, 2021. The following table summarizes the fair value of the intangible assets of Rynoh as of the date of the acquisition: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated
​ | ​ | Fair | ​ | Useful Life
​ |  | Value |  | (in years)
Intangible assets: | ​ |  |  |  |
Customer relationships | ​ | $ | 12,700 |  | 10
Acquired technology | ​ |  | 2,800 |  | 7
Trademarks and tradenames | ​ | ​ | 900 |  | 20
Non-competition agreements | ​ |  | 90 | ​ | 1
​ | ​ | $ | 16,490 |  |
​ ​ The weighted-average amortization period for the acquired intangible assets is 10 years. The fair value of customer relationships was estimated through the income approach using the multi-period excess earnings methodology. The fair value of trade name and trademarks, as well as acquired technology was estimated through the income approach using the relief from royalty methodology. The fair value of the non-competition agreement is derived using the with and without method over the contractual term of the agreement. September 9, 2021 Acquisition of AHP On September 9, 2021, Porch acquired AHP, a company providing home warranty policies. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $46.3 million, consisting of $43.8 million in cash paid at closing, and acquisition hold backs of $2.5 million. Acquisition-related costs of $0.5 million are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021. Since the acquisition date of AHP, the Company finalized the preliminary estimated fair value of AHP assets acquired and liabilities assumed. As a result, in the year ended December 31, 2022, the Company recorded a net increase to goodwill of approximately $23.8 million attributed to increases in current liabilities and net decreases in current assets. The following table summarizes the fair value of the intangible assets of AHP as of the date of the acquisition: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated
​ | ​ | Fair | ​ | Useful Life
​ |  | Value |  | (in years)
Intangible assets: | ​ |  |  |  |
Renewal rights | ​ | $ | 2,042 |  | 6
Trademarks and tradenames | ​ | ​ | 700 |  | 10
​ | ​ | $ | 2,742 |  |
​ The weighted-average amortization period for the acquired intangible assets is 7.0 years. Renewal rights asset was estimated through the income approach based on forecast and cash flows from the renewal policies modeled over the life of the renewals. The fair value of trade name and trademarks was estimated through the income approach using the relief from royalty methodology. October 27, 2021 Acquisition of Floify On October 27, 2021, Porch acquired Floify, a company providing digital mortgage automation and point-of-sale software for mortgage companies and loan officers. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $95.4 million, consisting of $76.0 million in cash, $9.9 million of Porch common stock, $0.9 million in acquisition hold backs and a guarantee that the Porch common stock will double in value by the end of 2024 with respect to any such Porch shares retained by the sellers throughout the period. The guarantee requires Porch to provide additional shares of common stock or cash to sellers if the stock does not double in value. The value of the guarantee at acquisition date was estimated to be $8.6 million. Acquisition-related costs of $0.4 million are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021. The following table summarizes the fair value of the intangible assets of Floify as of the date of the acquisition: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated
​ | ​ | Fair | ​ | Useful Life
​ |  | Value |  | (in years)
Intangible assets: | ​ |  |  |  |
Customer relationships | ​ | $ | 7,000 |  | 4
Acquired technology | ​ |  | 28,300 |  | 4
Trademarks and tradenames | ​ | ​ | 6,025 |  | 15
Non-competition agreements | ​ |  | 40 | ​ | 3
​ | ​ | $ | 41,365 |  |
​ The weighted-average amortization period for the acquired intangible assets is 5.6 years. The fair value of customer relationships and non-competition agreements, was estimated through the with-and-without method based on a comparison of the prospective revenues or expenses for the business with and without these intangible assets in place. The fair value of trade name and trademarks, was estimated through the income approach using the relief from royalty methodology. The fair value of the acquired technology was estimated through the multi-period excess earnings method. Revenue and Net Loss Information Related to 2021 Acquisitions Revenue from these five acquisitions included in the Company’s consolidated statements of operations through December 31, 2021 is $79.6 million. Net loss included in the Company’s consolidated statements of operations from these acquisitions through December 31, 2021 is $1.8 million. Unaudited Pro Forma Consolidated Financial Information The following table summarizes the estimated unaudited pro forma consolidated financial information of the Company as if the acquisitions deemed significant under ASC 805 – Business Combinations, which were V12 Data, HOA, Rynoh and Floify had occurred on January 1, 2020: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year ended
​ | ​ | ​ | December 31,
​ |  | 2021 |  | 2020
Revenue | ​ | $ | 215,769 | ​ | $ | 148,771
Net loss | ​ | $ | (112,239) | ​ | $ | (61,253)
​ Other Acquisitions During 2021, the Company completed other acquisitions which were not individually or in aggregated material to the consolidated financial statements. The purpose of the acquisitions was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. The transaction costs associated with these acquisitions were $1.6 million and are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021. Goodwill of $3.5 million is not expected to be deductible for tax purposes, while goodwill of $11.0 million is expected to be deductible for tax purposes. 2020 Acquisitions and Disposals The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during 2020: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Weighted Average Useful Life (in years) |  | July 23, 2020 Acquisition |  | iRoofing |  | Other Acquisitions |  | Total
Purchase consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash | ​ | ​ | $ | 2,000 | ​ | $ | 6,003 | ​ | $ | 325 | ​ | $ | 8,328
Issuance of common stock | ​ | ​ | ​ | 1,790 | ​ | ​ | 4,711 | ​ | ​ | 358 | ​ | ​ | 6,859
Deferred acquisition consideration | ​ | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 80 | ​ | ​ | 80
Notes payable | ​ | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 607 | ​ | ​ | 607
Contingent consideration | ​ | ​ | ​ | — | ​ | ​ | 1,749 | ​ | ​ | — | ​ | ​ | 1,749
Total purchase consideration: | ​ | ​ | $ | 3,790 | ​ | $ | 12,463 | ​ | $ | 1,370 | ​ | $ | 17,623
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | ​ | $ | 382 | ​ | $ | 119 | ​ | $ | 36 | ​ | $ | 537
Current assets | ​ | ​ | ​ | 554 | ​ | ​ | 212 | ​ | ​ | 7 | ​ | ​ | 773
Property and equipment | ​ | ​ | ​ | 212 | ​ | ​ | 44 | ​ | ​ | 2 | ​ | ​ | 258
Intangible assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Customer relationships | 5.0 | ​ | ​ | 740 | ​ | ​ | 2,400 | ​ | ​ | — | ​ | ​ | 3,140
Acquired technology | 9.0 | ​ | ​ | 470 | ​ | ​ | 3,700 | ​ | ​ | 300 | ​ | ​ | 4,470
Trademarks and tradenames | 13.0 | ​ | ​ | 670 | ​ | ​ | 600 | ​ | ​ | 240 | ​ | ​ | 1,510
Non-competition agreements | 2.0 | ​ | ​ | 70 | ​ | ​ | 155 | ​ | ​ | — | ​ | ​ | 225
Goodwill | ​ | ​ | ​ | 1,576 | ​ | ​ | 7,242 | ​ | ​ | 1,358 | ​ | ​ | 10,176
Total assets acquired | ​ | ​ | ​ | 4,674 | ​ | ​ | 14,472 | ​ | ​ | 1,943 | ​ | ​ | 21,089
Current liabilities | ​ | ​ | ​ | (884) | ​ | ​ | (322) | ​ | ​ | (527) | ​ | ​ | (1,733)
Deferred tax liabilities, net | ​ | ​ | ​ | — | ​ | ​ | (1,687) | ​ | ​ | (46) | ​ | ​ | (1,733)
Net assets acquired | ​ | ​ | $ | 3,790 | ​ | $ | 12,463 | ​ | $ | 1,370 | ​ | $ | 17,623
​ July 23, 2020 Acquisition On July 23, 2020, the Company acquired a moving services technology company. The purpose of the acquisition was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. We expect $1.6 million of acquired goodwill to be deductible for income tax purposes. December 31, 2020 Acquisition (“iRoofing”) On December 31, 2020, the Company acquired iRoofing LLC, a roofing software company. The purpose of the acquisition was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. As part of the consideration, 300,000 shares of commons stock issued have a guarantee of $20.00 per share. The contingent consideration would equal approximately 123,000 additional shares of common stock at the time of the acquisition. The goodwill associated with the acquisition is not expected to be deductible for income tax purposes. Other Acquisitions In the third quarter of 2020, the Company completed two other acquisitions that are not material to the consolidated financial statements. The purpose of these acquisitions was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. The transaction costs associated with this acquisition were immaterial. We expect $0.2 million of acquired goodwill for one of the acquisitions to be deductible for income tax purposes. The goodwill associated with another acquisition is not expected to be deductible for income tax purposes. Pro forma results of operations have not been presented because the effects of 2020 acquisitions, individually and in the aggregate, were not material to our consolidated results of operations. 2020 Disposal On May 29, 2020, the Company disposed of the Serviz business. At the same time, the Company entered into a revenue transaction with the buyer of Serviz that was to be satisfied over a one-year service period. In consideration for both the Serviz business and the revenue transaction, the Company received $5.0 million in cash and the buyer cancelled the Company’s convertible promissory note which was recorded under the fair value option and had a fair value at the time of the transaction of $2.7 million. The consideration allocated to the revenue transaction based on the fair value of services to be delivered was $5.0 million. The remainder of the consideration was determined to be consideration for Serviz. Serviz had net assets of approximately $1.3 million. The gain of $1.4 million is included in the gain on divestiture of businesses in the consolidated statements of operations for the year ended December 31, 2020.

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- Definition N/A + References No definition available. + Details
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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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