ACQUISITIONS |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS | 3. ACQUISITIONS On March 2, 2026 (the “Acquisition Date”), the Company completed its acquisition of 100% of the equity interests of Finta Inc. and its subsidiaries (collectively, “Brinta” or the “Acquisition”). Headquartered in Uruguay, Brinta is a Latin American provider of business-to-business integration services, specializing in indirect tax calculation, tax filing, and e-invoicing. The Company plans to fully integrate Brinta, leveraging its e-invoicing capabilities to immediately expand the Company’s coverage across the Latin American region. Purchase Consideration Total purchase consideration for the Acquisition was $22,070 net of $40 cash acquired, which included $10,089 for the settlement of pre-existing debt/borrowings. Additional Consideration Stock Consideration In connection with the Acquisition, the Company granted the sellers 497 shares of its Class A common stock (the “Stock Consideration”) in the form of restricted stock awards (“RSAs”) with an aggregate fair value of $8,000 based on the average closing share price of the Company’s Class A common stock for the 30 consecutive trading days ending business day prior to the Acquisition Date. The RSAs vest ratably over a -year period (25% vesting annually), conditioned on the continued employment of the sellers during that period. The Stock Consideration is accounted for as post-combination compensation cost and will be recognized as stock-based compensation expense over the applicable service period. For further information on these RSAs, see Note 11, “Stock-Based Award Plans.” Additional Cash Consideration In connection with the Acquisition, the Company entered into arrangements providing for aggregate additional cash consideration payments of $10,000 to the sellers (the “Additional Cash Consideration”), consisting of two installment payments of $5,000, payable on each of the first and second anniversaries of the Acquisition Date. Continued service to the Company is a requirement for the sellers to receive the additional cash consideration payments; however, in the event a seller is terminated without cause, the remaining payments remain payable on the original scheduled payment dates. These payments are accounted for as post-combination compensation liabilities and will be recognized as compensation expense over the applicable service period. Additional Cash Consideration for the three and six months ended June 30, 2026 was $1,250 and $1,667, respectively, and is included in general and administrative expense in the condensed consolidated statements of comprehensive income (loss). Fair Value of Assets Acquired and Liabilities Assumed The purchase price was allocated to the net assets acquired based on the Company’s determination of their estimated fair values using available information as of the Acquisition Date. The excess of purchase consideration over the net assets acquired is recorded as goodwill, which primarily reflects the existence of intangible assets not recognized under U.S. GAAP such as the value of expected future synergies, the value of the assembled workforce and other market factors.
The fair value, valuation methodology, estimated useful life, and significant assumptions of the identifiable intangible asset acquired in the Acquisition are summarized in the table below:
Any subsequent adjustments to the preliminary values not associated with determination of their fair values on the Acquisition Date will be recorded in the consolidated statements of comprehensive income (loss) in the period in which the adjustment is identified. Total transaction costs associated with the Acquisition were $58 and $748 for the three and six months ended June 30, 2026, respectively, and are recorded in other operating expense (income), net in the condensed consolidated statements of comprehensive income (loss). |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||