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Business Combinations - Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
12 Months Ended
Nov. 01, 2023
Mar. 01, 2022
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2022
Business Acquisition [Line Items]          
Identified intangible assets $ 38,967 $ 15,679      
Goodwill     $ 147,058 $ 143,279 $ 102,856
D2C Media Acquisition [Member]          
Business Acquisition [Line Items]          
Total purchase consideration [1] 80,056        
Cash and cash equivalents 3,673   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 (8,230)        
Total liabilities assumed (10,556)        
Net identifiable assets 38,102        
Goodwill 41,954     42,000  
Total purchase consideration 80,056        
Cash consideration     79,841    
Less: Cash acquired $ (3,673)   (3,673)    
Total payment for D2C Media, net     $ 76,168    
AccuTrade Acquisition          
Business Acquisition [Line Items]          
Total purchase consideration   93,899      
Identified intangible assets [5]   15,679      
Total assets acquired   17,274      
Total liabilities assumed [6]   (235)      
Net identifiable assets   17,039      
Goodwill   76,860   $ 76,900  
Other consideration [7]   5,300      
Contingent consideration [8]   23,936      
Assets acquired [9]   1,595      
Total purchase consideration   93,899      
Cash consideration   $ 64,663      
[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.
[5] Information regarding the identifiable intangible assets acquired is as follows:
[6] Total liabilities assumed primarily consist of accounts payable.
[7] 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.
[8] 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).
[9] Assets acquired primarily consist of accounts receivable.