v3.26.1
Acquisitions - Schedule of Fair Value of the Consideration (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Jul. 28, 2025
Feb. 24, 2025
Dec. 31, 2025
PropFlow Acquisition        
Business Combination [Line Items]        
Cash to sellers at close $ 6,513 $ 6,513    
Debt payments 14,806 14,806    
Seller transaction expenses 1,793 1,793    
Holdback amount [1] 2,500 2,500    
Contingent consideration [2] 5,250 10,200    
Total 30,862 $ 35,812    
PropFlow Acquisition | Adjustment [ Member]        
Business Combination [Line Items]        
Cash to sellers at close       $ 0
Debt payments       0
Seller transaction expenses       0
Holdback amount [1]       0
Contingent consideration [2]       (4,950)
Total       (4,950)
Moser Acquisition        
Business Combination [Line Items]        
Cash to sellers at close [3] 187,535   $ 187,535  
Stock consideration [4] 33,904   35,385  
Total $ 221,439   $ 222,920  
Moser Acquisition | Adjustment [ Member]        
Business Combination [Line Items]        
Cash to sellers at close [3]       0
Stock consideration [4]       (1,481)
Total       $ (1,481)
[1] This amount represents (i) cash holdbacks subject to changes from estimated to actual net working capital amounts and other customary purchase price adjustments and (ii) cash holdbacks to satisfy post-closing indemnity claims, if any, in accordance with the PropFlow Purchase Agreement (“holdback amount”). The amount in the table above is based on management’s best estimate as of July 28, 2025 and may be subject to further adjustments.
[2] Contingent consideration to be paid to BCA HoldCo pursuant to the PropFlow Purchase Agreement, subject to the achievement of certain revenue targets.
[3] Includes payment of debt and transaction costs paid on behalf of the Seller.
[4] Stock consideration is measured at fair value as of the Moser Closing Date (the “Moser Stock Consideration”) by taking the product of (a) the 1,727,764 closing shares (as defined in the Moser Purchase Agreement) and (b) the low price per share of $20.48 on February 24, 2025, which is in line with ASC 820, “Fair Value Measurement” and company policy as an accounting policy election under ASC 235, “Notes to Financial Statements.” During the measurement period, there was a reduction to the equity consideration of $1.5 million due to 72,106 shares being returned to the Company. The adjustment was made in accordance with the terms of the post-closing settlement from the Moser Purchase Agreement.