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Transactions (Tables) | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Allocation of Purchase Price | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands):
Purchase consideration:
Cash | $ | 256,488 |
Fair value of Class A common stock issued | 130,175 |
Fair value of contingent consideration | 75,000 |
Total consideration | $ | 461,663 |
Tangible assets acquired: |
Accounts receivable | 34,155 |
Prepaid expenses and other current assets | 636 |
Other non-current assets | 1,393 |
Total tangible assets acquired | 36,184 |
Identifiable intangible assets acquired: |
Customer relationships | 154,000 |
Technology | 23,900 |
Corporate trade name | 17,800 |
Total identifiable intangible assets acquired | 195,700 |
Liabilities assumed: |
Accounts payable | 7,997 |
Accrued liabilities | 8,083 |
Accrued compensation and employee benefits | 423 |
Deferred tax liabilities, net | 48,671 |
Deferred revenue | 321 |
Operating lease liabilities | 1,323 |
Total liabilities assumed | 66,818 |
Goodwill | 296,597 |
Net assets acquired | $ | 461,663 |
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of October 1, 2021, as follows (in thousands):
Purchase consideration:
Cash | $ | 46,500 |
Fair value of Class A common stock issued | 56,626 |
Fair value of contingent consideration | 14,600 |
Total consideration | $ | 117,726 |
Tangible assets acquired: |
Cash and cash equivalents | $ | 1,430 |
Accounts receivable | 3,301 |
Prepaid expenses and other current assets | 78 |
Other non-current assets | 2,564 |
Total tangible assets acquired | 7,373 |
Identifiable intangible assets acquired: |
Customer relationships | 32,500 |
Technology | 5,000 |
Corporate trade name | 2,500 |
Total identifiable intangible assets acquired | 40,000 |
Liabilities assumed: |
Accounts payable | 93 |
Accrued liabilities | 661 |
Accrued compensation and employee benefits | 970 |
Deferred tax liabilities, net | 499 |
Deferred revenue | 2,000 |
Operating lease liabilities | 2,712 |
Total liabilities assumed | 6,935 |
Goodwill | 77,288 |
Net assets acquired | $ | 117,726 |
Schedule of Net Assets Acquired | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands):
Purchase consideration:
Cash | $ | 256,488 |
Fair value of Class A common stock issued | 130,175 |
Fair value of contingent consideration | 75,000 |
Total consideration | $ | 461,663 |
Tangible assets acquired: |
Accounts receivable | 34,155 |
Prepaid expenses and other current assets | 636 |
Other non-current assets | 1,393 |
Total tangible assets acquired | 36,184 |
Identifiable intangible assets acquired: |
Customer relationships | 154,000 |
Technology | 23,900 |
Corporate trade name | 17,800 |
Total identifiable intangible assets acquired | 195,700 |
Liabilities assumed: |
Accounts payable | 7,997 |
Accrued liabilities | 8,083 |
Accrued compensation and employee benefits | 423 |
Deferred tax liabilities, net | 48,671 |
Deferred revenue | 321 |
Operating lease liabilities | 1,323 |
Total liabilities assumed | 66,818 |
Goodwill | 296,597 |
Net assets acquired | $ | 461,663 |
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of October 1, 2021, as follows (in thousands):
Purchase consideration:
Cash | $ | 46,500 |
Fair value of Class A common stock issued | 56,626 |
Fair value of contingent consideration | 14,600 |
Total consideration | $ | 117,726 |
Tangible assets acquired: |
Cash and cash equivalents | $ | 1,430 |
Accounts receivable | 3,301 |
Prepaid expenses and other current assets | 78 |
Other non-current assets | 2,564 |
Total tangible assets acquired | 7,373 |
Identifiable intangible assets acquired: |
Customer relationships | 32,500 |
Technology | 5,000 |
Corporate trade name | 2,500 |
Total identifiable intangible assets acquired | 40,000 |
Liabilities assumed: |
Accounts payable | 93 |
Accrued liabilities | 661 |
Accrued compensation and employee benefits | 970 |
Deferred tax liabilities, net | 499 |
Deferred revenue | 2,000 |
Operating lease liabilities | 2,712 |
Total liabilities assumed | 6,935 |
Goodwill | 77,288 |
Net assets acquired | $ | 117,726 |

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- 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 -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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