v3.25.3
Acquisition (Tables)
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Total Purchase Consideration as of Acquisition Date
The following table summarizes the total purchase consideration as of the Acquisition date:
February 3, 2025
(In thousands)
Cash consideration paid on Acquisition date(1)
$621,948 
Fair value of stock consideration(2)
262,938 
  Total consideration$884,886 
___________________________________________
(1) The cash portion of consideration was funded by the Bridge Facility pursuant to the Credit Agreement, each as defined below, entered into on February 3, 2025. See Note 9 for additional information.
(2) Calculated based on the stock price of $6.01 per share prior to Acquisition close.
Schedule of Allocation of Purchase Price to Identifiable Assets and Liabilities
The following table presents the preliminary allocation of the purchase price to the identifiable assets and liabilities based on their estimated fair values as of the Acquisition date:
Preliminary Purchase Price AllocationMeasurement Period AdjustmentsPreliminary Purchase Price Allocation (As Adjusted)
(in thousands)
Cash and cash equivalents$23,619 $— $23,619 
Accounts receivable, net210,317 (1,720)208,597 
Prepaid expenses and other current assets26,581 — 26,581 
Property and equipment3,581 — 3,581 
Operating lease right of use assets13,218 — 13,218 
Other intangible assets384,400 — 384,400 
Indemnification assets26,305 (922)25,383 
Other assets2,076 — 2,076 
   Total assets acquired$690,097 $(2,642)$687,455 
Accounts payable69,687 — 69,687 
Accrued compensation and benefits34,341 — 34,341 
Accrued and other liabilities79,724 (821)78,903 
Short-term borrowings15,424 — 15,424 
Deferred tax liability66,513 104 66,617 
Contingent tax liabilities26,305 (922)25,383 
Operating lease liabilities, noncurrent9,830 — 9,830 
Other long-term liabilities4,966 — 4,966 
    Total liabilities assumed$306,790 $(1,639)$305,151 
Net assets acquired383,307 (1,003)382,304 
Goodwill501,579 1,003 502,582 
    Total consideration$884,886 $— $884,886 
Schedule of Identifiable Intangible Assets Acquired
The identifiable intangible assets included within other intangible assets in the table above consist of the following:
February 3, 2025
AmountWeighted-Average Amortization Period
(In thousands)
(In years)
Customer Relationships$237,100 10.3 years
Publisher relationships51,200 8.0 years
Technology intangibles73,400 5.0 years
Tradenames22,700 11.0 years
    Total other intangibles$384,400 
Schedule of Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information for the periods presented are based on our historical consolidated financial statements, adjusted to reflect the Acquisition as if it occurred on January 1, 2024. The unaudited pro forma financial results are as follows:
Nine Months EndedThree Months Ended
September 30, 2025September 30, 2024September 30, 2024
(In thousands)
Revenue$978,712 $1,083,664 $373,521 
Net loss$(117,259)$(22,198)$(3,427)