Acquisitions (Tables)
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9 Months Ended |
Sep. 30, 2025 |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Schedule of Acquisition Purchase Price Allocation |
The purchase price was allocated on a preliminary basis as follows:
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| Cash paid directly to seller |
$ |
65,624 |
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| Equity consideration |
8,414 |
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| Equity consideration in escrow |
8,414 |
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| Contingent considerations (1) |
800 |
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| Total purchase consideration |
$ |
83,252 |
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| Assets acquired: |
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| Cash |
$ |
450 |
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| Accounts receivable |
11,674 |
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| Prepaid expenses and other current assets |
3,420 |
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| Property and equipment, net |
4,996 |
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| Identifiable intangible assets |
42,600 |
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| Other non-current assets |
10 |
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| Total identifiable assets acquired |
63,150 |
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| Liabilities assumed: |
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| Acquiree liabilities settled by the buyer in cash on close date (2) |
44,339 |
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| Accounts payable and accrued expenses |
3,964 |
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| Deferred revenue |
662 |
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| Total liabilities assumed |
48,965 |
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| Net assets acquired |
14,185 |
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| Goodwill |
69,067 |
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| Total consideration |
$ |
83,252 |
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(1) Comprised of the 2026 to 2028 gross profit earn-out payments of $3,600 net of purchase price final adjustment of $2,800 following the determination of Keystone’s final 2025 adjusted EBITDA. (2) Seller transaction expenses paid in cash by the Company at closing to third parties at the direction of the seller
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| Schedule of Preliminary Assessment of the Fair Value of Identified Intangible Assets |
A preliminary assessment of the fair value of identified intangible assets and their respective lives as of the acquisition date are as follows:
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Estimated Useful Life |
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Fair Value |
| Customer list |
10 |
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$ |
32,800 |
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| Trademarks |
10 |
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8,800 |
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| Developed technology |
3 |
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1,000 |
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| Total identifiable intangible assets |
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$ |
42,600 |
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| Schedule of Unaudited Pro Forma Information |
The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our unaudited interim condensed consolidated results of operations of the consolidated business had the Keystone acquisition actually occurred on January 1, 2024 or of the results of our future operations of the consolidated business.
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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| Reported revenue |
$ |
49,298 |
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$ |
36,062 |
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$ |
130,354 |
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$ |
110,429 |
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| Impact of Keystone |
16,969 |
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11,757 |
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49,096 |
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30,234 |
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| Pro forma revenue |
$ |
66,267 |
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$ |
47,819 |
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$ |
179,450 |
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$ |
140,663 |
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| Reported loss from continuing operations before income taxes |
$ |
(9,657) |
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$ |
(5,627) |
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$ |
(14,678) |
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$ |
(8,731) |
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| Impact of Keystone |
2,090 |
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1,220 |
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7,261 |
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3,262 |
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| Pro forma loss from continuing operations before income taxes |
$ |
(7,567) |
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$ |
(4,407) |
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$ |
(7,417) |
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$ |
(5,469) |
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