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 Acquisition of College Finance Company, LLC.—On February 20, 2026, the Company entered into a Membership Interest Purchase Agreement with inspHIRE IO Corp., d/b/a Candidly, pursuant to which the Company agreed to acquire 100% of the outstanding membership interests of College Finance Company, LLC (College Finance), which operates a student loan marketplace to connect borrowers with lenders. The preliminary purchase consideration for this acquisition was $17.2 million, of which $16.9 million in cash was paid during the three months ended March 31, 2026 including $1.5 million which was placed into escrow to secure potential post-closing indemnification rights. The fair values of assets acquired totaled $7.7 million, and was primarily comprised of $1.1 million of cash and cash equivalents, and $5.0 million in intangible assets. The intangible assets acquired were comprised of $3.6 million for developed technology and $1.4 million for a trade name, each with a three-year estimated useful life. The fair value of liabilities assumed totaled $3.4 million, and was primarily comprised of $3.2 million in accounts payable. Additionally, the Company recorded $12.9 million of goodwill, which is primarily attributable to synergies from combining the operations of the Company and College Finance, as well as the value ascribed to the knowledge and experience of the continuing key employees. For income tax purposes, the acquisition is an asset purchase and goodwill is tax deductible. Concurrently with the closing of this acquisition, the Company’s Board of Directors granted restricted stock units (RSUs) with an aggregate grant-date fair value of $3.1 million to the certain continuing key employees of College Finance. The RSUs generally vest over four years subject to a one-year cliff and quarterly vesting thereafter, with vesting generally subject to the grantees’ continued employment with the Company. The fair value of these RSUs is recognized as stock-based compensation expense ratably over the respective vesting terms of the RSUs. The fair value of these RSUs is excluded from the purchase consideration and accounted for separately from the business combination. Acquisition-related costs of $1.2 million were incurred during the three months ended March 31, 2026, and are included in general and administrative expense on the condensed consolidated statements of operations. The contributions from this acquisition following the closing date through March 31, 2026 were not material to the Company’s revenue and operating income for the three months ended March 31, 2026. Pro forma results of operations have not been provided to reflect this acquisition as such results would not have been materially different from the Company’s reported results.
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