XML 26 R13.htm IDEA: XBRL DOCUMENT
v3.23.1

Business Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Business Acquisitions | Business Acquisitions The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology and acquire skilled personnel. Summit Healthcare Acquisition On February 4, 2022, in a cash transaction, the Company acquired certain assets of Summit Healthcare Services, Inc. (“Summit”), a Massachusetts based provider of secure interoperability solutions within the healthcare industry. The Consolidated Statement of Income since the date of acquisition and the Consolidated Balance Sheet as of December 31, 2022, reflect the results of operations of this 2022 acquisition. For the year ended December 31, 2022, this acquisition contributed $6.8 million to the Company’s revenues. Net income contributed by this acquisition was not separately identifiable due to the Company’s integration activities and is not material. Total consideration for this transaction was $12.2 million, net of cash acquired, and was subject to certain post-closing adjustments through the measurement period. The following table summarizes the allocation of the purchase consideration, net of cash acquired, for this acquisition (in thousands):
Assets and Liabilities | Valuation |
Accounts receivable | $ | 1,248 |  |
Prepaid expenses and other current assets | 30 |  |
Property and equipment | 9 |  |
Operating lease right-of-use assets, non-current | 413 |  |
Trademarks | 800 |  |
Customer relationships | 8,600 |  |
Goodwill | 5,677 |  |
Other intangibles | 1,000 |  |
Accounts payable and accrued expenses | (295) |  |
Deferred revenue | (4,839) |  |
Operating lease liabilities, non-current | (413) |  |
Total | $ | 12,230 |  |
The Company has finalized the accounting for the Summit acquisition. During 2022, the Company recorded a working capital adjustment of $2.1 million, which reduced the purchase price of the acquisition by the same amount. Since the date of acquisition, the Company has recorded $1.3 million in additional deferred revenue with a corresponding increase in Goodwill as a measurement period adjustment. Additionally, as a result of the early adoption of ASU 2021-08 in the second quarter of 2022, the Company recognized $0.9 million in deferred revenue with a corresponding increase in Goodwill. All adjustments are reflected in the table above. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with this acquisition during the year ended December 31, 2022 is $5.7 million, of which $5.7 million is expected to be deductible for income tax purposes. SRFax Acquisition On February 18, 2020, the Company completed an asset purchase of EDC Systems, Inc. (operating under the name “SRFax”), a Canadian-based provider of fax solutions. The purchase price accounting for this acquisition was completed in 2021. The Consolidated Statement of Income since the date of acquisition reflects the results of operations of SRFax. For the year ended December 31, 2020, SRFax contributed $7.3 million to the Company’s revenues. Net income contributed by SRFax is not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration was $25.0 million, net of cash acquired and assumed liabilities for SRFax. Unaudited Pro Forma Financial Information The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results exclude any savings or synergies that would have resulted from the business acquisition had it occurred on January 1, 2020 and do not take into consideration the exiting of any acquired lines of business. This unaudited pro forma supplemental information includes incremental intangible asset amortization, income tax expense, and interest income as a result of the acquisitions, net of the related tax effects. The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SRFax as if the acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):
| Year ended |  |
| December 31, 2020 |  |
| (unaudited) |  |
Revenues | $ | 332,431 |  |  |
Net income from continuing operations | $ | 122,912 |  |  |
EPS - Basic (1) | $ | 6.18 |  |  |
EPS - Diluted (1) | $ | 6.18 |  |  |
(1) Basic and Diluted EPS are calculated based on net income from continuing operations attributable to common shareholders. Business Acquisitions Classified in Discontinued Operations SEOmoz Acquisition During the year ended December 31, 2021, the Company completed a share purchase of SEOmoz, acquired on June 4, 2021, a Seattle-based provider of search engine optimization (“SEO”) solutions. As part of the Separation, the Company transferred all of the assets and liabilities acquired to the Former Parent. The Consolidated Statement of Income for the year ended December 31, 2021 reflects the results of operations of SEOmoz, which contributed $14.4 million to revenue within discontinued operations. Total consideration for SEOmoz was $66.5 million, net of cash acquired and assumed liabilities. 2020 Acquisitions On November 2, 2020, the Company completed a share purchase of the entire issued capital of Inspired eLearning, LLC, a Texas-based platform for cybersecurity awareness and compliance training, as well as the purchase of two other immaterial businesses. As part of the Separation, the Company transferred the Inspired eLearning assets and the two immaterial businesses acquired to the Former Parent. The Consolidated Statement of Income, since the date of acquisition, reflects the results of operations of Inspired eLearning. For the year ended December 31, 2020, Inspired eLearning contributed $1.6 million to revenue within discontinued operations. Total consideration for Inspired eLearning was $20.5 million, net of cash acquired and assumed liabilities. The two other immaterial businesses acquired during the year ended December 31, 2020 are also included in discontinued operations.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration