Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
| Populi Inc |
|
| Business Acquisition [Line Items] |
|
| Summary of Transaction Transferred |
The consideration transferred for the transaction is summarized as follows:
|
|
|
|
|
(in thousands) |
|
|
|
Cash consideration paid at closing |
|
$ |
46,446 |
|
Working capital adjustment |
|
|
(145 |
) |
Contingent consideration |
|
|
7,800 |
|
Purchase price |
|
$ |
54,101 |
|
|
| Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired |
Acquisition-date fair values of assets and liabilities pertaining to this business combination have been allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Purchase price allocation: |
|
Preliminary, as originally reported |
|
|
Measurement period adjustments |
|
|
As adjusted |
|
Cash |
|
$ |
1,423 |
|
|
$ |
— |
|
|
$ |
1,423 |
|
Accounts receivable |
|
|
2,662 |
|
|
|
— |
|
|
|
2,662 |
|
Prepaid expenses and other current assets |
|
|
153 |
|
|
|
— |
|
|
|
153 |
|
Property and equipment |
|
|
42 |
|
|
|
— |
|
|
|
42 |
|
Intangible assets |
|
|
22,830 |
|
|
|
(500 |
) |
|
|
22,330 |
|
Accounts payable and accrued expenses |
|
|
(3,316 |
) |
|
|
— |
|
|
|
(3,316 |
) |
Deferred revenue |
|
|
(4,010 |
) |
|
|
— |
|
|
|
(4,010 |
) |
Deferred tax liabilities |
|
|
(2,354 |
) |
|
|
(576 |
) |
|
|
(2,930 |
) |
Total assets acquired and liabilities assumed |
|
|
17,430 |
|
|
|
(1,076 |
) |
|
|
16,354 |
|
Goodwill |
|
|
36,652 |
|
|
|
1,095 |
|
|
|
37,747 |
|
Purchase price |
|
$ |
54,082 |
|
|
$ |
19 |
|
|
$ |
54,101 |
|
|
| Schedule of Business Acquisition, Pro Forma Information |
Unaudited Pro Forma Supplementary Data as if the transaction had occurred on January 1, 2022:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
(in thousands) |
|
|
|
|
|
|
Revenue |
|
$ |
255,629 |
|
|
$ |
228,085 |
|
Net loss |
|
|
(294,232 |
) |
|
|
(33,015 |
) |
|
| Analytical wizards acquisition |
|
| Business Acquisition [Line Items] |
|
| Summary of Transaction Transferred |
The consideration transferred for the transaction is summarized as follows:
|
|
|
|
|
(in thousands) |
|
|
|
Initial cash investment in December 2021 |
|
$ |
40,000 |
|
Cash consideration paid at closing |
|
|
58,645 |
|
Working capital adjustment |
|
|
(202 |
) |
Contingent consideration |
|
|
1,000 |
|
Purchase price |
|
$ |
99,443 |
|
|
| Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired |
The Company finalized the purchase price allocations of the AW acquisition during the first quarter of 2023. Acquisition-date fair values of assets and liabilities pertaining to this business combination have been allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) Purchase price allocation: |
|
Preliminary, as originally reported |
|
|
Measurement period adjustments |
|
|
As adjusted |
|
Cash |
|
$ |
2,146 |
|
|
$ |
— |
|
|
$ |
2,146 |
|
Accounts receivable |
|
|
3,575 |
|
|
|
(50 |
) |
|
|
3,525 |
|
Prepaid expenses and other current assets |
|
|
506 |
|
|
|
300 |
|
|
|
806 |
|
Property and equipment |
|
|
134 |
|
|
|
— |
|
|
|
134 |
|
Intangible assets |
|
|
46,000 |
|
|
|
— |
|
|
|
46,000 |
|
Right-of-use asset, operating leases |
|
|
832 |
|
|
|
— |
|
|
|
832 |
|
Other assets |
|
|
— |
|
|
|
703 |
|
|
|
703 |
|
Accounts payable and accrued expenses |
|
|
(485 |
) |
|
|
(502 |
) |
|
|
(987 |
) |
Deferred revenue |
|
|
(3,691 |
) |
|
|
326 |
|
|
|
(3,365 |
) |
Right-of-use liability, operating leases |
|
|
(832 |
) |
|
|
— |
|
|
|
(832 |
) |
Deferred taxes |
|
|
(10,345 |
) |
|
|
67 |
|
|
|
(10,278 |
) |
Other liabilities |
|
|
(267 |
) |
|
|
(633 |
) |
|
|
(900 |
) |
Total assets acquired and liabilities assumed |
|
|
37,573 |
|
|
|
211 |
|
|
|
37,784 |
|
Goodwill |
|
|
62,072 |
|
|
|
(413 |
) |
|
|
61,659 |
|
Purchase price |
|
$ |
99,645 |
|
|
$ |
(202 |
) |
|
$ |
99,443 |
|
|
| Schedule of Business Acquisition, Pro Forma Information |
Unaudited Pro Forma Supplementary Data as if the transaction had occurred on January 1, 2022:
|
|
|
|
|
(in thousands) |
|
Year Ended December 31, 2022 |
|
Revenue |
|
$ |
224,130 |
|
Net loss |
|
|
(26,443 |
) |
|