Business Combinations (Tables)

12 Months Ended

Dec. 31, 2024

The D2C Media Acquisition purchase price allocation is as follows (in thousands):


	Acquisition-date Fair Value
Total purchase consideration (1)	$	80,056

Cash and cash equivalents	$	3,673
Accounts receivable		4,640
Other assets acquired (2)		1,378
Identified intangible assets (3)		38,967
Total assets acquired		48,658
Accounts payable and accrued liabilities		(1,698	)
Other liabilities assumed (1) (4)		(628	)
Deferred tax liabilities, net (1)		(8,230	)
Total liabilities assumed		(10,556	)
Net identifiable assets		38,102
Goodwill (1)		41,954
Total purchase consideration	$	80,056

(1)

During the year ended December 31, 2024, the Company recorded a $0.3 million purchase accounting adjustment, $0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows.

(2)

Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses.

(3)

Information regarding the identifiable intangible assets acquired is as follows:

(4)

Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable.

Acquisition Purchase Price Allocation

A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the D2C Media Acquisition in the Consolidated Statements of Cash Flows as of December 31, 2023 is as follows (in thousands):


Cash consideration	$	79,841
Less: Cash acquired		(3,673	)
Total payment for D2C Media, net	$	76,168

AccuTrade Acquisition

Business Acquisition [Line Items]

Acquisition Purchase Price Allocation

The AccuTrade Acquisition purchase price allocation is as follows (in thousands):


	Acquisition-date Fair Value
Cash consideration	$	64,663
Other consideration (1)		5,300
Contingent consideration (2)		23,936
Total purchase consideration	$	93,899

Assets acquired (3)	$	1,595
Identified intangible assets (4)		15,679
Total assets acquired		17,274
Total liabilities assumed (5)		(235	)
Net identifiable assets		17,039
Goodwill		76,860
Total purchase consideration	$	93,899

(1)

In connection with the AccuTrade Acquisition, the Company entered into an agreement to provide one of the former owners with a one-year license to a certain product. The fair value of the license was determined to be $6.5 million, of which the Company received $1.2 million in cash upon the close of the AccuTrade Acquisition. The $5.3 million difference between the fair value of $6.5 million and the $1.2 million in cash was recorded as non-cash consideration and the $6.5 million license fee was recorded in Other accrued liabilities as a contract liability on the Consolidated Balance Sheets and was amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The revenue related to the non-cash consideration of $0.9 million and $4.4 million for the years ended December 31, 2023 and 2022, respectively, is a non-cash reconciling item titled Amortization of deferred revenue related to AccuTrade Acquisition on the Consolidated Statements of Cash Flows.

(2)

As part of the AccuTrade Acquisition, the Company may be required to pay additional consideration to the former owners based on the achievement of certain financial targets. The Company has the option to pay consideration in cash or certain amounts in stock, which would result in a variable number of shares being issued in accordance with a calculation based on future share prices. The amount to be paid will be determined by the acquired business’ future performance to be attained over a three-year performance period; based on certain tiered performance metrics the maximum amount to be paid is $63.0 million, of which a maximum of $15.0 million could be in stock, with additional upside for performance that exceeds the tiered performance metrics. The contingent consideration is classified as Level 3 in the

fair value hierarchy. The fair value is measured based on a Monte Carlo simulation. This amount represents the estimated fair value at the time of the acquisition. For more information on the fair value of the AccuTrade contingent consideration, see Note 4 (Fair Value Measurements).

(3)

Assets acquired primarily consist of accounts receivable.

(4)

Information regarding the identifiable intangible assets acquired is as follows:

(5)

Total liabilities assumed primarily consist of accounts payable.

Acquisition-Date
Fair Value
(in thousands)

Amortization Period
(in years)

Customer relationships

Acquired software

Trade name