Quarterly report [Sections 13 or 15(d)]

Acquisitions (Tables)

v3.26.1
Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2026
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 consideration $ 35,200 
Equity consideration 4,267 
Contingent consideration 2,800 
Other cash payable 150 
Total purchase consideration $ 42,417 
Assets acquired:
Cash $ 377 
Accounts receivable 3,291 
Prepaid expenses and other current assets 1,178 
Property and equipment, net 137 
Identifiable intangible assets (1)
19,980 
Total identifiable assets acquired 24,963 
Liabilities assumed:
Accounts payable and accrued expenses 754 
Total liabilities assumed 754 
Net assets acquired 24,209 
Goodwill 18,208 
Total consideration $ 42,417 
(1) Comprised of customer lists amortized on a straight-line basis over a 7 year estimated useful life. The Company believes that the straight-line method of amortization is the most appropriate methodology as it is supported by the pattern in which the economic benefits of the intangible assets are consumed.
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 unaudited interim condensed consolidated results of operations of the consolidated business had the 2026 Acquisitions actually occurred on January 1, 2025 and the Keystone acquisition actually occurred on January 1, 2024, or of the results of our future operations of the consolidated business.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Reported revenue $ 72,506  $ 45,108  $ 139,890  $ 81,056 
Impact of 2026 acquisitions (1) 4,183  4,723  9,678  8,650 
Impact of Keystone acquisition —  16,885  —  31,709 
Pro forma revenue $ 76,689  $ 66,716  $ 149,568  $ 121,415 
Reported loss from continuing operations before income taxes $ (10,516) $ (3,409) $ (8,114) $ (5,021)
Impact of 2026 acquisitions (2) 696  1,151  1,937  1,680 
Impact of Keystone acquisition (3) —  1,897  —  3,030 
Pro forma loss before income taxes $ (9,820) $ (361) $ (6,177) $ (311)
(1) The three months ended June 30, 2026, reflect a partial period of LPS and HLT-NRP activity, as the acquisitions closed during the quarter. The three months ended June 30, 2025, reflect a full three months of LPS and HLT-NRP activity.
(2) Includes amortization expense related to identifiable intangible assets recognized as part of the 2026 Acquisitions of $577 and $714 for the three months ended June 30, 2026 and 2025, respectively, and $1,291 and $1,427 for the six months ended June 30, 2026 and 2025, respectively.
(3) Includes $1,101 and $2,201 of amortization expense related to identifiable intangible assets recognized as part of the Keystone acquisition for the three and six months ended June 30, 2025, respectively. Excludes $1,218 and $2,101 of pre-acquisition profit-sharing arrangements for the three and six months ended June 30, 2025, respectively, and $38,695 of transaction-related change-in-control bonuses for the six months ended June 30, 2025. The transaction-related change-in-control bonuses were incurred by Keystone and funded with acquisition proceeds