Acquisitions and Dispositions |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Acquisitions and Dispositions | Acquisition Acquisition of Wavelength On January 30, 2026, the Company acquired the net assets of Wavelength Strategy LLC (“Wavelength”), a digital advocacy and communications company, for $10.2 million, consisting of $4.6 million paid in cash, and $5.6 million paid in 863,624 shares of the Company’s Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are eligible to receive contingent consideration up to a maximum value of $24.8 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wavelength and expected growth related to new customer relationships. Trade names of less than $1.0 million, Customer relationships of $3.4 million, and Goodwill of $6.3 million were assigned to the Communications reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. The unaudited pro forma revenue and net income in 2026 was not materially different from the actual amounts of revenue and net income reported for the three and six months ended June 30, 2026. Further, there were no material post-closing adjustments during the six months ended June 30, 2026. 6. Deferred Acquisition Consideration The following table presents changes in deferred acquisition consideration for the six months ended June 30, 2026 and the year ended December 31, 2025 and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of the dates indicated:
(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock and other forms of payment of $0.5 million and $21.8 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. (2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period. (3) The deferred acquisition consideration as of June 30, 2026 and December 31, 2025 includes $18.8 million and $13.6 million, respectively, expected to be settled in shares of Class A Common Stock.
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