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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Acquisitions |
Acquisitions | 3. Acquisitions ​ Acquisition of Interwork Technologies ​ On April 30, 2020, the Company completed the purchase of Interwork Technologies Inc., a Delaware corporation and Interwork Technologies Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (collectively, “Interwork”) for an aggregate purchase price of $5 million Canadian dollar (equivalent to $3.6 million USD), subject to certain working capital adjustments, paid at closing plus a potential post-closing $1.1 million Canadian dollars (equivalent to $0.8 million USD) earn-out. The earn-out liability was paid for approximately $0.9 million during the year ended December 31, 2021. The purchase price allocation is final, with no measurement period adjustments made to the account balances recorded at the acquisition date. ​ The impact of the acquisition’s final purchase price allocations on the Company’s Consolidated Balance Sheet and the acquisition date fair value of the total consideration transferred were as follows: ​
​ | ​ | ​ | ​
(in thousands) | ​ | ​ | ​
Cash | ​ | $ | 1,009
Trade accounts receivable | ​ | ​ | 9,534
Other current assets | ​ | ​ | 628
Intangible assets | ​ | ​ | ​
Vendor relationships (14-year weighted average useful life) | ​ | ​ | 3,797
Non-compete (1-year useful life) | ​ | ​ | 8
Goodwill | ​ | ​ | 3,857
Other assets | ​ | ​ | 117
Accounts payable and other current liabilities | ​ | ​ | (15,051)
Deferred income tax liabilities | ​ | ​ | (389)
Taxes payable | ​ | ​ | (600)
Net assets | ​ | $ | 2,910
​
​ | ​ | ​ | ​
(in thousands) | ​ | ​ | ​
Supplementary information: | ​ | ​ | ​
Cash paid to sellers | ​ | $ | 2,150
Contingent earn-out | ​ | ​ | 760
Total purchase consideration | ​ | $ | 2,910
​ | ​ | ​ | ​
Cash paid to sellers | ​ | ​ | 2,150
Cash acquired in acquisition | ​ | ​ | (1,009)
Net cash paid for acquisition | ​ | $ | 1,141
​ ​ Acquisition of CDF Group Limited ​ On November 6, 2020, the Company entered into a Share Purchase Agreement and purchased the entire share capital of CDF Group Limited (“CDF”) for an aggregate purchase price of approximately £13.3 million (equivalent to approximately $17.4 million USD), subject to certain working capital and other adjustments. The purchase price allocation is final, with no measurement period adjustments made to the account balances recorded at the acquisition date. ​ The impact of the acquisition’s final purchase price allocations on the Company’s Consolidated Balance Sheet and the acquisition date fair value of the total consideration transferred were as follows: ​
​ | ​ | ​ | ​
(in thousands) | ​ | ​ | ​
Cash | ​ | $ | 8,463
Trade accounts receivable | ​ | ​ | 8,093
Other current assets | ​ | ​ | 260
Equipment and leasehold improvements, net | ​ | ​ | 1,367
Intangible assets | ​ | ​ | ​
Customer relationships (13-year useful life) | ​ | ​ | 6,357
Trademarks (15-year useful life) | ​ | ​ | 504
Non-compete (1-year useful life) | ​ | ​ | 42
Goodwill | ​ | ​ | 12,774
Other assets | ​ | ​ | 375
Accounts payable and other current liabilities | ​ | ​ | (12,364)
Deferred income tax liabilities | ​ | ​ | (1,461)
Other liabilities | ​ | ​ | (306)
Net assets | ​ | $ | 24,104
​
​ | ​ | ​ | ​
(in thousands) | ​ | ​ | ​
Supplementary information: | ​ | ​ | ​
Cash paid to sellers | ​ | $ | 24,104
Cash acquired in acquisition | ​ | ​ | (8,463)
Net cash paid for acquisition | ​ | $ | 15,641
​ There were no acquisition related costs incurred during the year ended December 31, 2021. The Company incurred acquisition related costs of approximately $1.5 million during the year ended December 31, 2020 in conjunction with the acquisitions of Interwork and CDF, which are reflected in the accompanying Consolidated Statements of Earnings. ​

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