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Business Combinations (Tables) | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Upfront (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 1,544 |
Prepaid expenses and other assets | 655 |
Property and equipment, net | 114 |
Right-of-use assets | 288 |
Developed technology | 16,400 |
Client relationships | 11,700 |
Trademarks | 600 |
Total assets acquired | 31,301 |
Less liabilities assumed: |
Accrued and other current liabilities | 1,558 |
Deferred revenue | 2,352 |
Operating lease liability | 284 |
Total liabilities assumed | 4,194 |
Total assets acquired, net | 27,107 |
Goodwill | 52,912 |
Total consideration transferred, net of cash acquired | $ | 80,019 |
The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Intraprise (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 1,344 |
Prepaid expenses and other assets | 118 |
Client relationships | 12,400 |
Developed technology | 4,200 |
Trademarks | 300 |
Total assets acquired | 18,362 |
Less liabilities assumed: |
Accrued and other current liabilities | 199 |
Deferred revenue | 2,877 |
Total liabilities assumed | 3,076 |
Total assets acquired, net | 15,286 |
Goodwill | 29,598 |
Total consideration transferred, net of cash acquired | $ | 44,884 |
The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Lumeon (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 967 |
Prepaid expenses and other assets | 795 |
Property and equipment, net | 165 |
Client relationships | 3,700 |
Developed technology | 11,400 |
Trademarks | 1,300 |
Total assets acquired | 18,327 |
Less liabilities assumed: |
Accrued and other current liabilities | 1,131 |
Deferred revenue | 1,759 |
Total liabilities assumed | 2,890 |
Total assets acquired, net | 15,437 |
Goodwill | 24,393 |
Total consideration transferred, net of cash acquired | $ | 39,830 |
The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Carevive (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 96 |
Prepaid expenses and other assets | 64 |
Client relationships | 2,700 |
Developed technology | 4,800 |
Trademarks | 300 |
Total assets acquired | 7,960 |
Less liabilities assumed: |
Accrued and other current liabilities | 1,389 |
Deferred revenue | 76 |
Total liabilities assumed | 1,465 |
Total assets acquired, net | 6,495 |
Goodwill | 15,643 |
Total consideration transferred, net of cash acquired | $ | 22,138 |
Schedule of Unaudited Proforma Financial Information | The following table reflects our unaudited pro forma combined results of operations for the three months ended March 31, 2025 and 2024 as if the acquisition of Upfront had taken place on January 1, 2024 (in thousands):
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
| (unaudited) |  |
Pro forma net loss | $ | (23,358) |  |  | $ | (27,769) |  |  |  |  |
The nature and amount of material, nonrecurring pro forma adjustments directly attributable to the Upfront acquisition which are included in the pro forma net loss, as applicable, are summarized as follows (in thousands):
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
| (unaudited) |  |
Amortization of acquired intangible assets | $ | (1,269) |  |  | $ | (1,904) |  |  |  |  |
Acquisition-related costs, net | 2,585 |  |  | (1,155) |  |  |  |  |
The following table reflects our unaudited pro forma combined results of operations for the years ended December 31, 2024 and 2023 as if the acquisitions of Intraprise, Carevive, and Lumeon had taken place on January 1, 2023 (in thousands):
| Year Ended December 31, |  |
| 2024 |  | 2023 |  |  |  |
| (unaudited) |  |
Pro forma net loss | $ | (80,035) |  |  | $ | (153,606) |  |  |  |  |
The nature and amount of material, nonrecurring pro forma adjustments directly attributable to these acquisitions which are included in the pro forma net loss, as applicable, are summarized as follows (in thousands):
| Year Ended December 31, |  |
| 2024 |  | 2023 |  |  |  |
| (unaudited) |  |
Amortization of acquired intangible assets | $ | (5,715) |  |  | $ | (8,748) |  |  |  |  |
Acquisition-related costs, net | 9,122 |  |  | (2,235) |  |  |  |  |

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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 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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