ACQUISITIONS (Tables)
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9 Months Ended |
Sep. 30, 2024 |
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| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
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| Schedule of Components of Total Purchase Consideration |
The following table summarizes the components of total purchase consideration:
| | | | | | | | | | (in thousands) | | April 1, 2024 | | Initial cash consideration, net of cash acquired | | $ | 92,025 | | | | | Working capital adjustment | | 4,748 | | | Total purchase consideration | | $ | 96,773 | | | | | | | |
The following table summarizes the components of total purchase consideration:
| | | | | | | | | | (in thousands) | | January 12, 2024 | | Initial cash consideration, net of cash acquired | | $ | 175,734 | | | Working capital adjustments | | 8,081 | | Estimate fair value contingent earn-out and other | | 5,832 | | | Total purchase consideration | | $ | 189,647 | | | | | | | |
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| Schedule of Preliminary Allocation of Purchase Price |
The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of April 1, 2024:
| | | | | | | | | | (in thousands) | | April 1, 2024 | | Assets | | | | Other current assets | | $ | 4,644 | | | Property and equipment | | 78,759 | | | Finance lease right-of-use asset | | 4,040 | | | Goodwill | | 14,510 | | | | | | Total assets | | $ | 101,953 | | | | | | Liabilities | | | | Finance lease liability | | $ | 5,180 | | | | | | Total liabilities | | 5,180 | | | Total purchase consideration | | $ | 96,773 | |
The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of January 12, 2024:
| | | | | | | | | | (in thousands) | | January 12, 2024 | | Assets | | | | Accounts receivable | | $ | 20,411 | | | Other current assets | | 8,506 | | | Property and equipment | | 132,148 | | | Right-of-use asset | | 8,852 | | | Goodwill | | 30,852 | | | | | | | | | Customer relationships | | 22,000 | | | Derivative instrument | | 10,989 | | | Other non-current assets | | 6,250 | | | Total assets | | $ | 240,008 | | | | | | Liabilities | | | | Accounts payable and accrued expenses | | $ | 13,940 | | | Lease liability | | 13,992 | | | | | | | | | | | | Other long-term liabilities | | 22,429 | | | Total liabilities | | 50,361 | | | Total purchase consideration | | $ | 189,647 | |
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| Schedule of Changes in Estimated Fair Value of the Contingent Consideration Liability |
The following table presents the changes in the estimated fair value of the GC Data Center Equity Holdings, LLC contingent consideration liability:
| | | | | | | | | | (in thousands) | | | Balance at December 31, 2023 | | $ | — | | | Contingent consideration liability | | 3,523 | | | Change in fair value of contingent earn-out | | (38) | | Balance at September 30, 2024 | | $ | 3,485 | |
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| Schedule of Pro Forma Results of Acquisition |
The following table presents unaudited consolidated pro forma results as if the acquisitions of the acquired facilities of the Garden City Acquisition and GC Data Center Equity Holdings, LLC had occurred as of January 1, 2023 for the indicated periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | (in thousands) | | 2024 | | 2023 | | 2024 | | 2023 | | Revenue | | $ | 131,647 | | | $ | 122,648 | | | $ | 445,077 | | | $ | 305,676 | | Income (loss) before income taxes | | (173,950) | | | (3,982) | | | (21,933) | | | 75,829 | | Earnings per common share: | | | | | | | | | | Basic | | $ | (0.42) | | | $ | (0.03) | | | $ | 0.03 | | | $ | 0.45 | | | Diluted | | (0.42) | | | (0.03) | | | 0.03 | | | 0.09 | |
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