Quarterly report [Sections 13 or 15(d)]

Acquisitions (Tables)

v3.26.3
Acquisitions (Tables)
 9 Months Ended
Sep. 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 $ 35,559 
Equity consideration 4,267 
Contingent consideration 3,302 
Total purchase consideration $ 43,128 
Assets acquired:
Cash $ 377 
Accounts receivable 3,173 
Prepaid expenses and other current assets 1,048 
Property and equipment, net 137 
Identifiable intangible assets (1)
23,882 
Total identifiable assets acquired 28,617 
Liabilities assumed:
Accounts payable and accrued expenses 965 
Total liabilities assumed 965 
Net assets acquired 27,652 
Goodwill 15,476 
Total consideration $ 43,128 
(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 had these acquisitions actually occurred on January 1, 2025 and January 1, 2024, or of the results of our future operations.
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Reported revenue $ 74,081  $ 49,298  $ 213,971  $ 130,354 
Impact of OVPA, LPS and HLT-NRP acquisitions —  4,811  9,678  13,461 
Impact of Keystone acquisition —  14,178  —  45,887 
Pro forma revenue $ 74,081  $ 68,287  $ 223,649  $ 189,702 
Reported loss from continuing operations before income taxes $ (7,615) $ (9,657) $ (15,729) $ (14,678)
Impact of OVPA, LPS and HLT-NRP acquisitions (1) —  852  1,694  2,289 
Impact of Keystone acquisition (2) —  1,097  —  4,127 
Pro forma loss before income taxes $ (7,615) $ (7,708) $ (14,035) $ (8,262)
(1) Includes amortization expense related to identifiable intangible assets of $835 for the three months ended September 30, 2025 and $1,534 and $2,505 for the nine months ended September 30, 2026 and 2025, respectively.
(2) Includes $917 and $3,119 of amortization expense related to identifiable intangible assets for the three and nine months ended September 30, 2025, respectively. Excludes $943 and $3,044 of pre-acquisition profit-sharing arrangements for the three and nine months ended September 30, 2025, respectively, and $38,695 of transaction-related change-in-control bonuses for the nine months ended September 30, 2025. The transaction-related change-in-control bonuses were incurred by Keystone and funded with acquisition proceeds.