Acquisitions and Goodwill

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Congruity Acquisition

On February 22, 2022, the Company entered into an asset purchase agreement whereby the Company acquired legal workflow products from Congruity in exchange for approximately $6.1 million of cash, including a holdback of $0.8 million to be paid in fiscal year 2023, and up to $2.0 million of contingent consideration. As of December 31, 2023, the estimated fair value of the contingent consideration was $1.3 million. The Company incurred $0.5 million of expense related to the revaluation of the of the contingent consideration in each of the years ended December 31, 2023 and 2022 and has paid $0.4 million of the contingent consideration as of December 31, 2023. The legal workflow products expanded the Company’s offerings to provide a modern, digital solution for legal hold obligations and legal request compliance. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The resulting goodwill will be deductible for income tax purposes. Pro forma results of operations for this acquisition have not been presented because the acquisition was not material to the consolidated results of operations and comprehensive loss. Transaction costs amounted to approximately $0.1 million and were expensed as incurred. The carrying amount of goodwill was $5.9 million at each of December 31, 2023 and 2022. No impairment of goodwill has been recorded to date.

The aggregate purchase consideration and estimated fair values of the assets acquired and liabilities assumed at the date of acquisition were as follows (in thousands):


	Fair Value
Fair value of net assets acquired:
Net tangible assets (liabilities)	$	(395)
Developed technology	900
Customer relationships	300
Goodwill	5,898
Total fair value of net assets acquired	$	6,703