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 - Tradename | 90 | | | 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. |
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 receivable | 1,419 | | | Prepaid and other current assets | 37 | | | Fixed assets | 10 | | | Intangible asset - Customer relationships | 1,560 | | | Intangible asset - Trademark | 440 | | | Total assets acquired | $ | 3,482 | | | | | Plus: Liabilities assumed | | | Accounts payable and accrued expenses | $ | 76 | | | Accrued compensation and payroll liabilities | 161 | | | 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. |
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