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ACQUISITIONS | 6 Months Ended
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Jun. 30, 2023
ACQUISITIONS |
ACQUISITIONS | NOTE 4—ACQUISITIONS ​ Agreemint Acquisition ​ On March 28, 2022, ISG executed an asset purchase agreement for the purchase of substantially all of the assets of Agreemint, which is an automated, platform-based contracting solution that will enhance the value of ISG GovernX and our other platform solutions now in development. We determined the transaction to be an asset acquisition as substantially all the fair value of the gross assets acquired was concentrated in a single identifiable asset: the software and related intellectual property rights. The cash paid for the acquisition as of the balance sheet date is reflected in Cash flows from investing activities of the Statement of Cash Flows. The related software acquired, which is capitalized within “Furniture, fixtures and equipment, net”, is being depreciated over four years. ​ Change 4 Growth Acquisition ​ On October 31, 2022, a subsidiary of the Company executed an Asset Purchase Agreement with Change 4 Growth, LLC (“Change 4 Growth”) and consummated the acquisition of substantially all the assets, and assumed certain liabilities, of Change 4 Growth. The purchase price was comprised of $3.8 million of cash consideration, $0.6 million of shares of ISG common stock issued promptly after closing and Change 4 Growth will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met. At the agreement date, the Company estimated such earn-out payment would be $5.6 million. ​ The following table summarizes the consideration transferred to acquire Change 4 Growth and the amounts of identified assets acquired, and liabilities assumed, as of the agreement date: ​
​ | ​ | ​ | ​
Cash |  | $ | 3,450
Accrued working capital adjustment | ​ | ​ | 378
ISG common stock | ​ |  | 600
Contingent consideration | ​ |  | 5,560
Total allocable purchase price | ​ | $ | 9,988
​ This acquisition was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values as of the closing date. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets were as follows: ​
​ | ​ | ​ | ​
Accounts receivable and contract assets | ​ | $ | 1,841
Intangible assets | ​ |  | 4,300
Accounts payable and accrued expense | ​ | ​ | (428)
Contract liabilities | ​ |  | (85)
Net assets acquired | ​ | $ | 5,628
​ | ​ | ​ | ​
Goodwill | ​ | $ | 4,360
​ The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of the legacy Change 4 Growth workforce and associated organizational change management expertise to enhance and expand the offerings of the ISG Enterprise Change service line. Costs associated with this acquisition are included in the selling, general and administrative expense in the Consolidated Statement of Income and Comprehensive Income and totaled $0.2 million during year ended December 31, 2022. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | Purchase Price |  | Estimated
​ |  | Allocation |  | Useful Lives
Amortizable intangible assets: | ​ | ​ | ​ | ​ | ​
Trademark and trade name | ​ | $ | 1,100 |  | 3 years
Customer relationships | ​ | ​ | 2,900 | ​ | 8 years
Noncompete agreements | ​ | ​ | 300 | ​ | 2 years
Total intangible assets | ​ | $ | 4,300 | ​ | ​
​

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