Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions (Tables)

v3.25.4
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Summary of Purchase Price Allocation The purchase price was allocated on a preliminary basis as follows:
Cash paid directly to seller (1) $ 66,985 
Equity consideration 8,414 
Equity consideration in escrow 8,414 
Contingent considerations (2) 700 
Total purchase consideration $ 84,513 
Assets acquired:
Cash $ 450 
Accounts receivable 10,611 
Prepaid expenses and other current assets 3,686 
Property and equipment, net 4,996 
Identifiable intangible assets 41,700 
Other non-current assets 10 
Total identifiable assets acquired 61,453 
Liabilities assumed:
Acquiree liabilities settled by the buyer in cash on close date (3) 44,339 
Accounts payable and accrued expenses 4,630 
Deferred revenue 641 
Total liabilities assumed 49,610 
Net assets acquired 11,843 
Goodwill 72,670 
Total consideration $ 84,513 
(1) Includes a post-close net working capital and gross-up adjustment of $1,361 paid in the fourth quarter of 2025.
(2) Comprised of the 2026 to 2028 gross profit earn-out payments of $3,425 net of purchase price final adjustment of $2,725 following the determination of Keystone’s final 2025 adjusted EBITDA.
(3) Seller transaction expenses paid in cash by the Company at closing to third parties at the direction of the seller
The purchase price was allocated as follows:
Property and equipment, net $ 18 
Operating right-of-use asset 137 
Total identifiable assets acquired 155 
Operating lease liability 137 
Total liabilities assumed 137 
Net assets acquired 18 
Goodwill 2,212 
Total consideration $ 2,230 
Summary 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:
Estimated Useful Life Fair Value
Customer list 10 $ 31,900 
Trademarks 10 8,800 
Developed technology 3 1,000 
Total identifiable intangible assets $ 41,700 
Summary of Unaudited Pro Forma Information The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our 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.
For the Years Ended
December 31,
2025		 December 31,
2024
Reported revenue $ 197,141  $ 146,817 
Impact of Keystone 45,887  42,351 
Pro forma revenue $ 243,028  $ 189,168 
Reported loss from continuing operations before income taxes $ (20,066) $ (16,161)
Impact of Keystone (1) 4,064  326 
Pro forma loss from continuing operations before income taxes $ (16,002) $ (15,835)
(1) Includes $3,182 and $4,493 for the years ended December 31, 2025 and 2024, respectively, of amortization expense related to identifiable intangible assets recognized as part of the Keystone acquisition. Excludes, for the year ended December 31, 2025, $38,695 of transaction-related change-in-control bonuses and $3,044 of pre-acquisition profit-sharing arrangements, the transaction-related change-in-control bonuses were incurred by Keystone and funded with the acquisition proceeds. For the year ended December 31, 2024, excludes approximately $1,851 of pre-acquisition profit-sharing arrangements incurred by Keystone.