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BUSINESS COMBINATION
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION BUSINESS COMBINATION
AgileATS

On July 31, 2025, the Company's ClearanceJobs reportable segment acquired AgileATS, a leading applicant tracking system (ATS) purpose-built for government contractors and employers hiring security-cleared professionals. The Company acquired certain assets, including AgileATS' ATS technology, and assumed certain liabilities of AgileATS. The acquisition qualified as a business combination in accordance with ASC Topic 805, Business Combinations and, accordingly, total consideration was first allocated to the fair value of assets acquired as of the date of acquisition, including liabilities assumed, with the excess being recorded as goodwill. For financial reporting purposes, goodwill is not amortized but rather evaluated for impairment as discussed in Note 10. For income taxes, the recorded goodwill will be amortized over 15 years.

The Company acquired definite lived intangible assets related to the ATS technology and AgileATS tradename. The technology was valued using the cost to recreate method. This approach estimates the cost the Company would incur to develop a technology of comparable functionality. The cost was adjusted for obsolescence based on the age of the software code, lack of recent investment, and estimated remaining life. The AgileATS tradename was valued using the relief from royalty method. This method estimates fair value based on the present value of the royalty payments that would have been incurred if the Company had to license the asset in an arm's length transaction. The valuation was based on revenue assumptions through December 31, 2030, a hypothetical royalty rate of 3.0%, income taxes of 25.3%, and a discount rate of 34.0%. The Company has assigned an estimated useful life of two years to the ATS technology and the AgileATS tradename. Amortization expense for these intangible assets is recorded in amortization expense on the condensed consolidated statements of operations.

The recorded purchase price includes an estimation of the fair value of contingent obligations associated with potential earnout provisions, which is based on achieving certain new customer relationship targets. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statement of operations when incurred.

Acquisition related costs of $0.2 million were recorded during the three months ended September 30, 2025 in connection with the transaction and are recorded in general and administrative expenses on the condensed consolidated statements of operations.
The table below provides a summary of the total consideration and the purchase price allocation made for the AgileATS business combination (in thousands):
Amount
Purchase price consideration
   Cash consideration paid$1,400 
   Fair value of contingent earnout consideration(1)(2)
497 
Total purchase price consideration$1,897 
Less: Assets acquired
   Intangible asset - AgileATS technology$1,510 
   Intangible asset - Tradename90 
Total assets acquired$1,600 
Plus: Net working capital assumed(3)
15 
Goodwill(4)
$312 
(1) Includes a $0.5 million contingent earnout consideration, discounted to $0.4 million based on the probability of being achieved and a present value factor. The contingent earnout consideration must be achieved no later than July 31, 2027.
(2) Includes a $0.1 million purchase price consideration holdback, which is payable in the third quarter of 2026, net of any contingency related items, as described in the Asset Purchase Agreement.
(3) Includes approximately $2,000 of receivables and $17,000 of liabilities.
(4) Calculated by taking the total purchase price consideration less the net assets acquired and liabilities assumed.

Point Solutions Group

On February 27, 2026, the Company's ClearanceJobs reportable segment completed the acquisition of Point Solutions Group, LLC, ("PSG"), an engineering and technology professional services firm focusing on defense contracting and government staffing. The Company purchased all of the outstanding membership interests of PSG for an aggregate purchase price of $5.4 million, of which $5.0 million was paid by the Company in cash at closing and $0.4 million is payable within one year of the purchase date based upon payment of final net working capital and upon achieving certain revenue thresholds in 2026. The recorded purchase price includes an estimate of fair value of contingent obligations associated with potential earnout provisions, which is based on achieving certain revenue targets for the year ended December 31, 2026. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statement of operations when incurred.

The acquisition qualified as a business combination in accordance with Topic 805, Business Combinations and, accordingly, total consideration was first allocated to the fair value of the assets acquired as of the date of acquisition, including liabilities assumed, with the excess being recorded as goodwill. For financial reporting purposes, goodwill is not amortized but rather evaluated for impairment as discussed in Note 10. For income taxes, the recorded goodwill will be amortized over 15 years.

The Company acquired definite lived intangible assets related to the PSG customer relationships and PSG trademark. The customer relationships were valued using the multi-period excess earnings method, which estimates fair value based on the present value of the future cash flows attributable to the existing customer relationships. The valuation was based on cash flows through December 31, 2040, a discount rate of 27.2%, and income taxes of 25.0%. The trademark was valued using the relief from royalty method. This method estimates fair value based on the present value of the royalty payments that would have been incurred if the Company had to license the asset in an arm's length transaction. The valuation was based on revenue assumptions through December 31, 2029, a hypothetical royalty rate of 2.5%, income taxes of 25.0%, and a discount rate of 22.2%. The Company has assigned an estimated useful life of eight years to the customer relationships and two years to the trademark. Amortization expense for these intangible assets is recorded in amortization expense on the condensed consolidated statements of operations.

Acquisition related costs of $0.6 million incurred in connection with the transaction are recorded in general and administrative expenses on the condensed consolidated statements of operations.
The table below provides a summary of the total consideration and the purchase price allocation made for the PSG acquisition (in thousands):

Amount
Purchase price consideration
   Cash consideration paid$5,002 
   Fair value of contingent earnout consideration(1)
170 
   Working capital payable(2)
202 
Total purchase price consideration$5,374 
Less: Assets acquired
   Cash$16 
   Accounts receivable1,419 
   Prepaid and other current assets37 
   Fixed assets10 
   Intangible asset - Customer relationships1,560 
   Intangible asset - Trademark440 
Total assets acquired$3,482 
Plus: Liabilities assumed
    Accounts payable and accrued expenses$76 
    Accrued compensation and payroll liabilities161 
Total liabilities assumed$237 
Goodwill(3)
$2,129 
(1) Includes a $0.5 million contingent earnout consideration, discounted to $0.2 million based on the probability of achievement and a present value factor. Achievement of the contingent earnout consideration is based upon achievement of certain 2026 revenue thresholds.
(2) Represents actual working capital in excess of the target working capital payable to seller.
(3) Calculated by taking the total purchase price consideration less the net assets acquired and liabilities assumed.