v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
On April 14, 2026, we acquired the remaining equity of BFTR, LLC (“For the Record” or “FTR”), a provider of cloud- connected software that captures, stores, and manages courtroom audio and video with secure chain of custody, as defined in the Equity Purchase Agreement dated February 2, 2026. Incorporating FTR’s solutions into our portfolio will allow for the creation of the definitive and complete court record, unifying previously fragmented data for the benefit of our clients. The total cash purchase price of the previously unowned equity of FTR, net of cash acquired of $10.6 million, was approximately $212.7 million. The purchase price allocation is preliminary as of June 30, 2026, and is subject to change as we finalize the valuation of the assets and liabilities assumed.
Prior to the acquisition, the Company held an 18% interest in FTR as an equity investment under the cost method with a carrying value of $10.0 million. The acquisition date fair value of the previous equity interest was $35.0 million and is included in the measurement of the consideration. We remeasured our previously held equity investment to its fair value, as of the date of acquisition, based on the fair value of total consideration transferred and a discount for lack of control. Estimates and assumptions used in the remeasurement represent a Level 3 measurement because they are supported by little or no market data and reflect our own assumptions in measuring the fair value. The Company recognized a gain of $25.0 million as a result of remeasuring the previously held equity investment to its fair value on acquisition date. In the accompanying condensed consolidated statements of income, the gain has been recorded as gain on remeasurement of equity investment.
The total consideration in the acquisition was $257.8 million, which consists of the following:
(In thousands)
Cash$223,243
Fair value of previously-held interest on acquisition date35,048
Receivable from escrow(520)
Total consideration$257,771 
We have performed a preliminary valuation analysis of the fair market value of FTR’s assets and liabilities. The following table summarizes the preliminary allocation of the purchase price as of the acquisition date:
(In thousands)
Cash$10,563
Accounts receivable7,745
Other current assets3,459
Fixed assets180
Other noncurrent assets1,444
Identifiable intangible assets114,600
Goodwill162,618
Accounts payable(966)
Accrued expenses(2,219)
Other noncurrent liabilities(603)
Deferred revenue(11,828)
Deferred tax liabilities, net(27,222)
Total consideration$257,771 
In connection with this transaction, we acquired total tangible assets of $23.4 million and assumed liabilities of approximately $15.6 million. We recorded goodwill of approximately $162.6 million, which is not deductible for tax purposes, and other identifiable intangible assets of approximately $114.6 million. The identifiable intangible assets are attributable to customer relationships, acquired software, and trade name and will be amortized over a weighted average period of approximately 11 years. Goodwill is primarily attributed to the value expected from synergies resulting from the business combination. We recorded net deferred tax liabilities of $27.2 million related to the tax effect of our estimated fair value allocations. The operating results of FTR are included with the operating results of the Enterprise Software segment since the inception date of the acquisition.
The following unaudited pro forma consolidated operating results information has been prepared as if the acquisition of FTR had occurred on January 1, 2025, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenues$646,260 $608,261 $1,270,473 $1,186,620 
Net income70,231 85,291 151,498 190,803 
Basic earnings per share1.69 1.98 3.64 4.42 
Diluted earnings per share$1.68 $1.94 $3.62 $4.33 
The pro forma information above does not include acquisitions that are not considered material to our results of operations. The pro forma information does not purport to represent what our results of operations actually would have been had such transaction occurred on the date specified or to project our results of operations for any future period.
As of June 30, 2026, the purchase price allocation for FTR is not final; therefore, certain preliminary valuation estimates of fair value assumed at the acquisition date for intangible assets and receivables are subject to change as valuations are finalized. Our balance sheet as of June 30, 2026, reflects the allocation of the purchase price to the net assets acquired based on their estimated fair value at the date of the acquisition. The fair value of the assets and liabilities acquired are based on valuations using Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
During the six months ended June 30, 2026, we paid $1.6 million in cash for holdbacks related to prior acquisitions.
During the six months ended June 30, 2026, we incurred fees of approximately $2.3 million for financial advisory, legal, accounting, due diligence, valuation, and other various services necessary to complete acquisitions.