Business Overview and Basis of Presentation (Tables)
|
12 Months Ended |
Dec. 31, 2024 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Summary of Effect of Restatement on Business's Previously Reported Consolidated Balance Sheets |
Consolidated Balance Sheet:
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As of December 31, 2023 |
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As Reported |
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Adjustment |
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As Restated |
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Assets |
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Current assets: |
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|
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Accounts receivable, net of allowance for credit losses of $1,540 |
|
38,788 |
|
|
|
1,048 |
|
|
|
39,836 |
|
Related party trade receivables |
|
4,140 |
|
|
|
(904 |
) |
|
|
3,236 |
|
Related party loans receivables |
|
104,249 |
|
|
|
1,085 |
|
|
|
105,334 |
|
Prepaid expenses and other current assets |
|
6,320 |
|
|
|
904 |
|
|
|
7,224 |
|
Total current assets |
|
164,286 |
|
|
|
2,133 |
|
|
|
166,419 |
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Non-current assets: |
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|
|
|
|
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Goodwill |
|
467,476 |
|
|
|
8,338 |
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|
475,814 |
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Intangible assets, net |
|
293,859 |
|
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(17,315 |
) |
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|
276,544 |
|
Total non-current assets |
|
770,074 |
|
|
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(8,977 |
) |
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|
761,097 |
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Total assets |
$ |
934,360 |
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|
$ |
(6,844 |
) |
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$ |
927,516 |
|
Liabilities and Parent's equity |
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Current liabilities: |
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Related party payables |
|
32,390 |
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|
|
103 |
|
|
|
32,493 |
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Contract liabilities |
|
24,489 |
|
|
|
2,664 |
|
|
|
27,153 |
|
Income taxes payable |
|
3,485 |
|
|
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(3,242 |
) |
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|
243 |
|
Related party short-term debt |
|
502,872 |
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|
390 |
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|
503,262 |
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Total current liabilities |
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594,659 |
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(85 |
) |
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594,574 |
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Non-current liabilities |
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Other liabilities |
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12,080 |
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(6,344 |
) |
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|
5,736 |
|
Deferred tax liabilities |
|
15,292 |
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|
7,803 |
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|
23,095 |
|
Contingent consideration |
|
37,500 |
|
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|
8,699 |
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|
46,199 |
|
Total non-current liabilities |
|
377,119 |
|
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|
10,158 |
|
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|
387,277 |
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Total liabilities |
$ |
971,778 |
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$ |
10,073 |
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$ |
981,851 |
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Parent's equity: |
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Net parent investment (deficit) |
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(59,663 |
) |
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(16,917 |
) |
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|
(76,580 |
) |
Total equity (deficit) |
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(37,418 |
) |
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(16,917 |
) |
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(54,335 |
) |
Total liabilities and equity |
$ |
934,360 |
|
|
$ |
(6,844 |
) |
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$ |
927,516 |
|
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| Summary of Effect of Restatement on Informa Intrepid Holdings Inc. Previously Reported Consolidated Statements of Income and Comprehensive Income (Loss) |
Consolidated statements of income (loss) and comprehensive income (loss):
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For the Years Ended |
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|
December 31, 2023 |
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|
December 31, 2022 |
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As Reported |
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|
Adjustment |
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As Restated |
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As Reported |
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Adjustment |
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|
As Restated |
|
Revenues from external customers |
|
252,049 |
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|
52 |
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|
252,101 |
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|
196,773 |
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|
|
321 |
|
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|
197,094 |
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Cost of revenues |
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(99,170 |
) |
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|
344 |
|
|
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(98,826 |
) |
|
|
(72,608 |
) |
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|
300 |
|
|
|
(72,308 |
) |
Gross profit |
|
152,879 |
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|
|
396 |
|
|
|
153,275 |
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|
|
124,165 |
|
|
|
621 |
|
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|
124,786 |
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Operating expenses |
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- |
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Selling and marketing |
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55,470 |
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(170 |
) |
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55,300 |
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|
38,963 |
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|
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(135 |
) |
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|
38,828 |
|
General and administrative |
|
66,087 |
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|
801 |
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66,888 |
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|
47,879 |
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|
1,103 |
|
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|
48,982 |
|
Product development |
|
11,143 |
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(83 |
) |
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|
11,060 |
|
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|
8,004 |
|
|
|
(60 |
) |
|
|
7,944 |
|
Amortization |
|
30,723 |
|
|
|
11,429 |
|
|
|
42,152 |
|
|
|
15,838 |
|
|
|
5,707 |
|
|
|
21,545 |
|
Impairment of goodwill |
|
130,132 |
|
|
|
9,513 |
|
|
|
139,645 |
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|
|
|
|
|
|
|
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Acquisition and integration costs |
|
5,830 |
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|
239 |
|
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|
6,069 |
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|
9,924 |
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(135 |
) |
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|
9,789 |
|
Remeasurement of contingent consideration |
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(112,653 |
) |
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|
(11,291 |
) |
|
|
(123,944 |
) |
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|
4,537 |
|
|
|
3,463 |
|
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|
8,000 |
|
Total operating expenses |
|
188,204 |
|
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|
10,438 |
|
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|
198,642 |
|
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|
125,943 |
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|
9,943 |
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|
135,886 |
|
Operating income (loss) |
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(35,325 |
) |
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|
(10,042 |
) |
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(45,367 |
) |
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(1,778 |
) |
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(9,322 |
) |
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|
(11,100 |
) |
Interest expense on related party loans |
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(24,259 |
) |
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(390 |
) |
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(24,649 |
) |
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Interest income |
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2,402 |
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|
1,085 |
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3,487 |
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Income (loss) before provision of income taxes |
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(58,057 |
) |
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(9,347 |
) |
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(67,404 |
) |
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(11,820 |
) |
|
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(9,322 |
) |
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|
(21,142 |
) |
Income tax benefit |
|
5,777 |
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|
3,850 |
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|
9,627 |
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|
15,138 |
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|
|
1,719 |
|
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|
16,857 |
|
Net income (loss) |
$ |
(52,280 |
) |
|
$ |
(5,497 |
) |
|
$ |
(57,777 |
) |
|
$ |
3,318 |
|
|
$ |
(7,603 |
) |
|
$ |
(4,285 |
) |
Total comprehensive income (loss) |
$ |
(72,777 |
) |
|
$ |
(5,497 |
) |
|
$ |
(78,274 |
) |
|
$ |
46,093 |
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$ |
(7,603 |
) |
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$ |
38,490 |
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Net income (loss) per common share: |
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Basic |
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(1.26 |
) |
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(0.13 |
) |
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(1.39 |
) |
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|
0.08 |
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(0.18 |
) |
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|
(0.10 |
) |
Diluted |
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(1.26 |
) |
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(0.13 |
) |
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(1.39 |
) |
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|
0.08 |
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|
(0.18 |
) |
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|
(0.10 |
) |
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| Summary of Effect of Restatement on Predecessor's Previously Reported Consolidated Statements of Cash Flows |
Consolidated statements of cash flows:
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|
Years Ended December 31, |
|
|
2023 |
|
|
2022 |
|
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
Operating activities: |
|
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|
|
|
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Net income (loss) |
$ |
(52,280 |
) |
|
$ |
(5,497 |
) |
|
$ |
(57,777 |
) |
|
$ |
3,318 |
|
|
$ |
(7,603 |
) |
|
$ |
(4,285 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Amortization |
|
30,774 |
|
|
|
11,429 |
|
|
|
42,203 |
|
|
|
15,838 |
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|
5,707 |
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|
21,545 |
|
Provision for bad debt |
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(1,113 |
) |
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|
457 |
|
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(656 |
) |
Deferred tax provision |
|
(5,777 |
) |
|
|
(7,723 |
) |
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|
(13,500 |
) |
|
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(15,138 |
) |
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(5,977 |
) |
|
|
(21,115 |
) |
Impairment of goodwill |
|
130,132 |
|
|
|
9,513 |
|
|
|
139,645 |
|
|
|
|
|
|
|
|
|
|
Remeasurement of contingent consideration |
|
(112,653 |
) |
|
|
(11,291 |
) |
|
|
(123,944 |
) |
|
|
4,537 |
|
|
|
3,463 |
|
|
|
8,000 |
|
Net foreign exchange (gain)/loss |
|
— |
|
|
|
1,059 |
|
|
|
1,059 |
|
|
|
— |
|
|
|
28 |
|
|
|
28 |
|
Change in assets and liabilities: |
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Accounts receivable |
|
8,211 |
|
|
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(678 |
) |
|
|
7,533 |
|
|
|
421 |
|
|
|
(212 |
) |
|
|
209 |
|
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|
(2,656 |
) |
|
|
(904 |
) |
|
|
(3,560 |
) |
Related party receivables |
|
|
|
|
|
|
|
|
|
|
(1,052 |
) |
|
|
904 |
|
|
|
(148 |
) |
Income taxes payable |
|
— |
|
|
|
3,122 |
|
|
|
3,122 |
|
|
|
— |
|
|
|
1,767 |
|
|
|
1,767 |
|
Accrued expenses and other liabilities |
|
(1,350 |
) |
|
|
135 |
|
|
|
(1,215 |
) |
|
|
(14,415 |
) |
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|
7,687 |
|
|
|
(6,728 |
) |
Contract liabilities |
|
(8,880 |
) |
|
|
514 |
|
|
|
(8,366 |
) |
|
|
4,358 |
|
|
|
(7,822 |
) |
|
|
(3,464 |
) |
Other liabilities |
|
(625 |
) |
|
|
844 |
|
|
|
219 |
|
|
|
118 |
|
|
|
2,553 |
|
|
|
2,671 |
|
Related party payables |
|
(104 |
) |
|
|
104 |
|
|
|
— |
|
|
|
|
|
|
|
|
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Net cash (used in) provided by operating activities |
$ |
(14,036 |
) |
|
$ |
1,531 |
|
|
$ |
(12,505 |
) |
|
$ |
28,012 |
|
|
$ |
48 |
|
|
$ |
28,060 |
|
Investing activities: |
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|
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|
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|
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|
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Contingent consideration settlement |
|
|
|
|
|
|
|
|
|
|
(2,760 |
) |
|
|
2,760 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
|
|
|
|
|
|
|
$ |
(357,457 |
) |
|
$ |
2,760 |
|
|
$ |
(354,697 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration settlement |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(2,760 |
) |
|
|
(2,760 |
) |
Cash pool arrangements with Parent |
|
45,333 |
|
|
|
(1,584 |
) |
|
|
43,749 |
|
|
|
(9,813 |
) |
|
|
(136 |
) |
|
|
(9,949 |
) |
Net transfers (to) from Parent |
|
29,626 |
|
|
|
53 |
|
|
|
29,679 |
|
|
|
136,026 |
|
|
|
88 |
|
|
|
136,114 |
|
Net cash provided by financing activities |
$ |
74,959 |
|
|
$ |
(1,531 |
) |
|
$ |
73,428 |
|
|
$ |
333,123 |
|
|
$ |
(2,808 |
) |
|
$ |
330,315 |
|
Supplementation disclosure of cash flow information: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid by Parent for taxes |
|
3,173 |
|
|
|
(134 |
) |
|
|
3,039 |
|
|
|
5,989 |
|
|
|
(1,696 |
) |
|
|
4,293 |
|
|