XML 43 R28.htm IDEA: XBRL DOCUMENT
v3.24.0.1

BUSINESS ACQUISITIONS (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Purchase Price allocations of Acquisitions | The purchase price allocations for ReedTMS and Baylor were considered final as of June 30, 2023. The following table summarizes the purchase price allocation for ReedTMS, including any adjustments (in thousands):
| November 5, 2022 Opening Balance Sheet as Reported at December 31, 2022 |  | Adjustments (1) |  | November 5, 2022 Opening Balance Sheet as Reported at December 31, 2023 |
Purchase Price |  |  |  |  |  |
Cash consideration paid | $ | 116,989 |  |  | $ | — |  |  | $ | 116,989 |  | (2)
Cash and cash equivalents acquired | (12,120) |  |  | — |  |  | (12,120) |  |
Contingent consideration arrangement | 5,000 |  |  | (800) |  |  | 4,200 |  | (3)
Working capital surplus (deficiency) | (689) |  |  | 188 |  |  | (501) |  |
Total purchase price (fair value of consideration) | 109,180 |  |  | (612) |  |  | 108,568 |  |
Purchase Price Allocation |  |  |  |  |  |
Current assets | 52,531 |  |  | 49 |  |  | 52,580 |  |
Property and equipment | 35,000 |  |  | (12,485) |  |  | 22,515 |  |
Intangible assets | 12,000 |  |  | 15,300 |  |  | 27,300 |  |
Other non-current assets | 7,927 |  |  | (1) |  |  | 7,926 |  |
Total assets acquired | 107,458 |  |  | 2,863 |  |  | 110,321 |  |
Current liabilities | (45,497) |  |  | (389) |  |  | (45,886) |  |
Other long-term liabilities | (5,622) |  |  | 527 |  |  | (5,095) |  |
Total liabilities assumed | (51,119) |  |  | 138 |  |  | (50,981) |  |
Goodwill | $ | 52,841 |  |  | $ | (3,613) |  |  | $ | 49,228 |  |
(1) The measurement period adjustments were recorded during the three months ended March 31, 2023. No material statement of income effects were identified with these adjustments. (2) Includes $0.9 million related to the net present value of future insurance payments. At closing, $11.5 million of the cash consideration was placed in escrow to secure certain indemnification obligations of the sellers and to cover post-closing adjustments. During the three months ended March 31, 2023, we received $2.1 million from escrow for post-closing adjustments. The remaining balance of the escrow, except for $0.5 million, was returned to the sellers. In exchange, the sellers obtained a $10.0 million Standby Letter of Credit with the Company named as beneficiary. (3) The contingent earnout liability was recorded in other long-term liabilities as of December 31, 2022. For additional information regarding the valuation of the contingent liability, see Note 6 – Fair Value.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration