v3.26.1
Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions ACQUISITIONS
On September 30, 2024 (the “Acquisition Date”), the Company completed the acquisition of e-TeleQuote Insurance, Inc. (“e-TeleQuote”), a health insurance marketplace that helps Medicare beneficiaries compare Medicare Advantage and Medicare Supplement plans and enroll in the plan that is right for them. The acquisition increases the Company’s agent base without the need for further hiring, thus expanding its operational capacity.
The Company obtained control of e-TeleQuote through two steps, which are accounted for as a single transaction under the acquisition method under ASC 805. On August 30, 2024, e-TeleQuote Holdings, LLC (“Subscriber”), a wholly-owned subsidiary of the Company, entered into a Purchase & Subscription Agreement (the “Subscription Agreement”), by and between Subscriber and e-TeleQuote. Pursuant to the Subscription Agreement, on September 30, 2024 the Subscriber subscribed for and acquired newly issued shares of e-TeleQuote’s common stock representing approximately 18.9% of e-TeleQuote’s outstanding common stock post-acquisition. On the Acquisition Date, e-TeleQuote’s former parent company irrevocably and permanently surrendered and relinquished all rights in e-TeleQuote without receipt of consideration. As a result, the Company obtained a 100% equity interest in e-TeleQuote.
The Company obtained control of e-TeleQuote without the transfer of consideration. On the Acquisition Date, the Company recognized a gain on bargain purchase of $84.5 million, which is included in the line item “Gain on bargain purchase” in the Consolidated Statements of Operations. The gain represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred. The Company determined the gain on bargain purchase is appropriate as the seller’s board of directors previously authorized the abandonment of the seller’s ownership in e-TeleQuote with a target date of September 30, 2024.

During the measurement period of up to one year from the Acquisition Date, the Company will record adjustments identified, if any, to the acquisition-date fair values of assets acquired and liabilities assumed with the corresponding offset to gain on bargain purchase. Upon the conclusion of the measurement period, any subsequent adjustments will be included in the Company's Consolidated Statements of Operations. During the three months ended December 31, 2024, the Company recorded a $7.1 million measurement period adjustment to prepaid expense and other current assets and deferred tax liabilities with a corresponding increase to gain on bargain purchase. The $7.1 million measurement period adjustment recorded in the fourth quarter of 2024 relates to changes in the estimate of state deferred tax liabilities and realization of net operating losses.
The Company finalized the measurement period for the acquisition date fair value of the assets and liabilities acquired as of December 31, 2024. The following table summarizes the fair values of the assets acquired and liabilities assumed on the Acquisition Date:
(in thousands)Final Fair Value
Cash and cash equivalents$17,536 
Accounts receivable2,013 
Commissions receivable - current17,200 
Prepaid expense and other current assets4,061 
Commissions receivable - non-current73,325 
Operating lease ROU asset1,361 
Other long-term assets198 
Property, plant and equipment, net
329 
Total identifiable assets acquired116,023 
Accounts payable
1,695 
Accrued liabilities
7,448 
Short-term operating lease liability318 
Long-term operating lease liability1,042 
Deferred tax liabilities20,639 
Other non-current liabilities389 
Total liabilities assumed
31,531 
Net identifiable assets acquired84,492 
Gain on bargain purchase(84,492)
Net assets acquired$— 
The Company incurred acquisition-related costs of $0.9 million during the twelve months ended December 31, 2024 for legal fees and other professional services which were expensed as incurred and included in general and administrative expenses in the Consolidated Statements of Operations.
The results of operations of e-TeleQuote since the Acquisition Date have been included in the Company’s Consolidated Financial Statements. e-TeleQuote contributed $40.5 million of revenues and $7.4 million of net income (loss) to the Company’s consolidated results for the twelve months ended December 31, 2024.