v3.26.1
Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination The following table provides the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:

 

(in thousands)

 

January 31, 2025

 

Aggregate cash consideration(1)

 

$

277,668

 

Aggregate stock consideration(2)

 

 

41,019

 

Other consideration(3)

 

 

76,691

 

Total purchase consideration

 

$

395,378

 

ASSETS ACQUIRED

 

 

 

Receivables, net(4)

 

$

44,470

 

Prepaid expenses and other assets

 

 

2,672

 

Property assets

 

 

65,311

 

Operating lease right-of-use assets

 

 

850

 

Goodwill

 

 

196,866

 

Other intangible assets

 

 

152,300

 

Total assets acquired

 

$

462,469

 

LIABILITIES ASSUMED

 

 

 

Accounts payable - trade

 

 

17,989

 

Accrued liabilities

 

 

3,877

 

Operating lease liabilities

 

 

850

 

Deferred income taxes

 

 

44,375

 

Total liabilities assumed

 

 

67,091

 

Net assets acquired

 

$

395,378

 

 

(1)
Aggregate cash consideration excludes $7.8 million in Replacement Awards described above and $58.6 million in cash acquired, and includes cash paid to settle Brigit's outstanding debt and loan balances and other transaction expenses of $63.7 million, and post-closing net working capital adjustments of $1.7 million.
(2)
Aggregate stock consideration excludes approximately 1.3 million shares valued at approximately $39.1 million subject to certain vesting restrictions, as described further above.
(3)
Includes the fair value of Deferred Consideration and earnout payments described above, which were not included in Closing Cash Consideration paid at the time of closing but are paid out in subsequent periods pursuant to the terms of the Merger Agreement. As described above, the first installment payment of $37.5 million of Deferred Consideration was made during the six months ended June 30, 2026.
(4)
Includes gross contractual receivables of $43.8 million related to customer cash advances, of which $4.5 million were estimated to be uncollectible as of the Closing Date.
Business Combination, Recognized Asset Acquired and Liability Assumed Certain fair values were determined based on an independent valuation of the net assets acquired, including $152.3 million of identifiable intangible assets with an estimated weighted average useful life of nine years, as follows:

 

Asset Class

 

Estimated Fair Value
(in thousands)

 

 

Estimated Remaining Useful Life (in years)

 

Customer contracts

 

$

144,500

 

 

 

10

 

Trade name

 

 

7,800

 

 

 

7

 
Business Combination, Pro Forma Information The unaudited pro forma financial information is as follows:

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2025

 

 

2025

 

Pro Forma total revenues

 

$

1,157,536

 

 

$

2,349,953

 

Pro Forma net earnings(1)

 

 

5,327

 

 

 

37,066

 

 

(1)
Total pro forma adjustments to net earnings represented decreases of $10.1 million and $3.2 million for the three and six months ended June 30, 2025, respectively.

The amounts of revenue and earnings of Brigit included in our Condensed Consolidated Statements of Operations from the acquisition date of January 31, 2025 are as follows:

(in thousands)

 

January 31, 2025 -
June 30, 2025

 

Total revenues

 

$

83,751

 

Net earnings(1)

 

 

10,780

 

 

(1)
Net earnings for the period includes amortization and depreciation of intangible assets and developed technology acquired upon closing of the Brigit acquisition.