v3.25.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Legal Proceedings
From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, the resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our Consolidated Financial Statements, cash flows or financial position. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period.
Commitments as a Result of Acquisitions
As part of the consideration payable for our November 20, 2024 acquisition of Adlumin, the former shareholders of Adlumin have the right to receive $120.0 million in cash in installments of $52.5 million and $67.5 million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years. Of the $120.0 million of deferred consideration, $7.0 million and $7.8 million are contingent upon certain employees’ continued employment on the first and second anniversaries of the closing date, respectively. These amounts are accounted for as compensation expense for post-combination services. The deferred and contingent consideration liabilities will be reevaluated periodically, but at least quarterly, to assess the impact of the passage of time, continued employment, and achievement of certain performance metrics against defined targets, as applicable. The resulting gains or additional expense related to the passage of time are recognized within interest expense, net and the resulting gains or additional expense related to continued employment and achievement of certain performance metrics against defined targets are recognized within general and administrative expense in our Consolidated Statements of Operations, respectively. At the date of acquisition, the fair value of the deferred consideration was $96.3 million. As of December 31, 2024, the fair value of the deferred consideration was $98.1 million, resulting in the recognition of expense of $1.8 million for the year ended December 31, 2024. As of March 31, 2025, the fair value of the deferred consideration is $101.8 million, resulting in the recognition of expense of $3.7 million for the three months ended March 31, 2025. The current portion of the deferred consideration of $46.1 million, of which $2.2 million is contingent upon continued employment, is included in “current deferred consideration” and the non-current portion of $55.7 million, of which $1.2 million is contingent upon continued employment, is included in “non-current deferred consideration” in our Consolidated Balance Sheets as of March 31, 2025. The current portion of the deferred consideration of $44.5 million, of which $0.8 million is contingent upon continued employment, is included in “current deferred consideration” and the non-current portion of $53.7 million, of which $0.4 million is contingent upon continued employment, is included in “non-current deferred consideration” in our Consolidated Balance Sheets as of December 31, 2024. At the date of acquisition, the fair value of the contingent consideration was $16.6 million. As of December 31, 2024, the fair value of the contingent consideration was $14.1 million, resulting in the recognition of a gain of $2.6 million for the year ended December 31, 2024. As of March 31, 2025, the fair value of the contingent consideration is $14.8 million, resulting in the recognition of expense of $0.7 million for the three months ended March 31, 2025. The contingent consideration is included in “current contingent consideration” in our Consolidated Balance Sheets as of March 31, 2025. The current portion of the contingent consideration of $5.5 million is included in “current contingent consideration” and the non-current portion of $8.6 million is included in “other long-term liabilities” in our Consolidated Balance Sheets as of December 31, 2024.
On December 14, 2022, we completed the acquisition of certain assets, primarily in the form of intellectual property, from a third party for a total consideration of up to $6.5 million, including $3.1 million of cash paid on the acquisition date, $1.0 million of product delivery fees and up to $2.5 million payable upon the achievement of certain software engineering and knowledge transfer milestones. The total consideration of $6.5 million has been capitalized as costs to obtain internal-use computer software from third parties and will be amortized over an estimated useful life of three years, beginning when the related technology is deemed ready for its intended use, in accordance with our policy for the capitalization of internal-use software costs. The $2.5 million of contingent consideration was deemed to be the total value of technology not ready for its intended use as of the acquisition date. During the year ended December 31, 2023, $1.5 million of cash was paid due to the achievement of two of the software engineering and knowledge transfer milestones, with the related technology deemed ready for its intended use. During the three months ended June 30, 2024, $1.0 million of cash was paid due to the achievement of the final software engineering and knowledge transfer milestones, with the related technology deemed ready for its intended use. There is no remaining contingent consideration related to this acquisition as of March 31, 2025 and December 31, 2024, and no gains or losses on the contingent consideration were recognized during the three months ended March 31, 2025 and 2024. See Note 7. Accrued Liabilities and Other for further details regarding our contingent consideration liabilities.
On July 1, 2022, we completed the acquisition of all the outstanding equity of Spinpanel for a total consideration of up to approximately $20.0 million, including up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. The contingent consideration liability is re-evaluated at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. The fair value of this contingent consideration was $5.2 million at the date of acquisition, $3.7 million as of December 31, 2023, and $2.2 million as of March 31, 2024. As of March 31, 2025 and December 31, 2024, there is no remaining contingent consideration liability. We recognized a gain of $1.4 million on the contingent consideration for the three months ended March 31, 2024. See Note 3. Acquisitions, Note 6. Fair Value Measurements, and Note 7. Accrued Liabilities and Other for further details regarding our contingent consideration liabilities.