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Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of Surdex assets acquired and liabilities assumed as of the acquisition date (in thousands):
(in thousands) | Surdex
Assets: |
Accounts receivable, net | $ | 4,052 |
Contract assets | 3,210 |
Prepaid and other current assets | 1,940 |
Property and equipment, net | 15,167 |
Operating lease, right-of-use assets | 1,030 |
Goodwill | 17,461 |
Other intangible assets | 12,810 |
Total assets acquired: | $ | 55,670 |
Liabilities: |
Accounts payable and accrued liabilities, current portion | $ | 3,083 |
Contract liabilities | 685 |
Other non-current obligations | 11,465 |
Operating lease obligation, less current portion | 1,030 |
Deferred tax liability | 6,987 |
Total liabilities assumed: | $ | 23,250 |
Net assets acquired: | $ | 32,420 |
Cash flow reconciling items: |
Issuance of common stock as partial consideration | $ | (16,536) |
Cash paid for acquisitions, net of cash acquired | $ | 15,884 |
The purchase price allocations at fair value, for the 2023 acquisitions as of December 31, 2023 are presented below:
(in thousands) |  | 2023
Assets: |  |
Accounts receivable, net |  | $ | 10,112 |
Contract assets |  | 6,334 |
Prepaid and other current assets |  | 361 |
Property and equipment, net |  | 1,952 |
Operating lease, right-of-use assets |  | 7,078 |
Goodwill |  | 43,900 |
Other intangible assets |  | 27,361 |
Other assets - non-current |  | 44 |
Total assets acquired: |  | $ | 97,142 |
Liabilities: |  |
Accounts payable and accrued liabilities, current portion |  | $ | 3,228 |
Contract liabilities |  | 4,891 |
Other non-current obligations |  | 24,222 |
Operating lease obligation, less current portion |  | 7,078 |
Deferred tax liability |  | 5,787 |
Total liabilities assumed: |  | $ | 45,206 |
Net assets acquired: |  | $ | 51,936 |
Cash flow reconciling items: |  |
Issuance of common stock as partial consideration |  | $ | (26,133) |
Cash paid for acquisitions, net of cash acquired |  | $ | 25,803 |
The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2024 and 2023:
| 2024 |  | Weighted-Average Life |  | 2023 |  | Weighted-Average Life
Customer relationships | $ | 14,830 |  |  | 12.94 |  | $ | 20,050 |  |  | 10.45
Contract rights | 1,870 |  |  | 0.64 |  | 6,980 |  |  | 1.18
Favorable leaseholds | - |  |  | n/a |  | 331 |  |  | 7.76
Total | $ | 16,700 |  |  |  |  | $ | 27,361 |  |  |
Summary of Results of Operations of Businesses Acquired From Dates of Acquisitions | The following table presents the results of operations of Surdex since the date of acquisition for the three and six months ended June 30, 2024 (in thousands):
| For the Three Months Ended |  | For the Six Months Ended
| June 30, 2024 |  | June 30, 2024
Gross Contract Revenue 1 | $ | 6,333 |  |  | $ | 6,333 |
Pre-tax Net Income 2 | $ | 1,201 |  |  | $ | 1,201 |
1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired companies. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized. 2 Pre-tax Net Income excludes corporate overhead allocation.
Summary of Unaudited Pro Forma Results | The unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands):
| For the Three Months Ended |  | For the Six Months Ended
| June 30, 2024 | June 30, 2023 |  | June 30, 2024 | June 30, 2023
Gross Contract Revenue 3 | $ | 104,582 |  | $ | 91,215 |  |  | $ | 205,426 |  | $ | 171,923 |
Pre-tax Net (Loss) Income | $ | (2,048) |  | $ | 1,453 |  |  | $ | (4,009) |  | $ | 1,376 |
3 Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contracts with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods.

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
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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 -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + 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 -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
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