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
Westminster Policy Partners Limited
On March 20, 2026, the Company entered into a binding agreement to acquire all of the outstanding shares of Westminster Policy Partners Limited ("WPI") from the owners of WPI (“WPI Sellers”), a leading UK public affairs and economics consultancy. The acquisition was completed on April 1, 2026, for a combination of cash and shares. At the closing of the transaction, the Company paid the WPI Sellers cash in the amount of £3.0 million, which was approximately $4.0 million and issued 46,937 shares of the Company's common stock to the WPI Sellers at an aggregate fair value of approximately $0.6 million. The purchase included WPI's cash balance of approximately £1.0 million, which was approximately $1.4 million, at closing.
In addition, there are additional contingent payments that the WPI Sellers can earn in the future depending on certain operating results that are achieved. The total additional amount of consideration that the Company could be required to pay to the WPI Sellers is £6.0 million. No contingent consideration was recorded in connection with the acquisition, as all future payments are linked to future employment. Although the Company remitted the funds to the Seller on March 31 2026, the effective date of the transaction was April 1, 2026.
Reasons for the acquisition
The Company acquired WPI to expand the Company's capabilities in economics-led analysis and research-driven advocacy communications, and evidence-based policy strategy. The acquisition of WPI will enhance the Company's footprint and depth in both the UK and Europe.
Accounting for the acquisition
The acquisition of WPI was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations ("ASC 805"). The acquired assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values.
Purchase consideration
The Company determined that certain consideration provided to the WPI Sellers does not qualify as purchase consideration in accordance with the guidance of ASC 805. The Company determined that the purchase consideration consists of the amount of cash and share payments owed to WPI Sellers that are not subject to a vesting or claw back provision that is directly linked to the continued employment of the WPI Sellers. The total purchase consideration consisted of a cash payment of approximately $2.0 million.
Preliminary Purchase price allocation
The purchase price allocation is preliminary and subject to change during its measurement period. The Company has not yet completed its evaluation and determination of (i) the acquired net working capital balance, and (ii) the final assessment of deferred tax assets. The adjustments will be recorded as soon as practical and within the measurement period. Although not expected to be significant, the adjustments may result in a change in the acquired goodwill.
The preliminary allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date April 1, 2026, based on their respective estimated fair values is summarized below:
Cash acquired$1,380 
Contract receivable718 
Other current assets31 
Property and equipment11 
Customer relationships 350 
Tradename 57 
Noncompete agreements 322 
Goodwill346 
Accounts payable and accrued expenses(1,226)
Total preliminary purchase price$1,992 
The fair value of the identified definite-lived intangible assets was as follows:
Definite-livedWeighted average useful life
intangible assets(in years)Amount
Customer relationship7.0$350 
Noncompete agreements5.0$322 
The fair value of noncompete agreements was determined based on the difference between the projected cash flows of the business assuming the agreement is in place, and an alternative cash flow projection which assumes an adverse impact resulting from competition. The difference between these two projections effectively represents the “cost” of competition from the perspective of the acquirer. The fair value of the trade names was determined using the relief from royalty method. The fair value of customer relationships was determined using the multi-period excess earnings method.
TrailRunner
On January 24, 2025, the Company entered into a binding agreement ("TrailRunner Agreement") to acquire TrailRunner International LLC and its wholly-owned subsidiaries (collectively, the “TrailRunner Seller” or "TrailRunner"), a Texas headquartered global strategic communications advisory firm. At the closing of the transaction, the Company agreed to pay the TrailRunner Seller cash in the amount of approximately $28.2 million and issue 593,228 shares of the Company’s common stock to the TrailRunner Seller at an aggregate fair value of approximately $5.2 million.
In addition, there are additional contingent payments that the TrailRunner Seller can earn in the future depending on certain operating results that are achieved. The total additional amount of consideration that the Company could be required to pay to the TrailRunner Seller is $37.0 million. Although the Company remitted the funds to the TrailRunner Seller on March 31 2025, the effective date of the transaction was April 1, 2025.
Reasons for the acquisition
The Company acquired TrailRunner to expand the Company's ability to provide a distinct suite of corporate communication capabilities and enhance its global footprint. TrailRunner has eight office locations across the United States, United Kingdom, Middle East, and Asia.
Accounting for the acquisition
The acquisition of TrailRunner was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations ("ASC 805"). The acquired assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values.
Purchase consideration
The Company determined that certain consideration provided to TrailRunner does not qualify as purchase consideration in accordance with the guidance of ASC 805. The Company determined that the purchase consideration consists of the amount of cash and share payments owed to TrailRunner that are not subject to a vesting or claw back provision that is directly linked to the continued employment of the TrailRunner Seller. The total purchase consideration consisted of the following amounts:
Cash paid$18,607 
Common stock issued1,190 
Total$19,797 
Purchase price allocation
The Company recognized a bargain purchase gain of $1.3 million in connection with the acquisition of TrailRunner, representing the excess of the fair value of identifiable net assets acquired over the aggregate amount transferred. In accordance with ASC 805 - business combinations, the Company reassessed the identification and measurement of the assets acquired and liabilities assumed prior to recognizing the gain. The primary factors that contributed to the gain on bargain purchase recognized from the TrailRunner acquisition include the requirement for the key employees of TrailRunner to remain employees of the Company for a significant period of time. The purchase price allocation was finalized as of December 31, 2025.
The allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date of April 1, 2025, based on their respective estimated fair values is summarized below:
Cash acquired $85 
Contract receivable 758 
Other current assets 172 
Property and equipment 27 
Right of use asset
1,806 
Customer relationships 7,796 
Tradename 2,760 
Noncompete agreements 786 
Deferred tax asset 9,118 
Accounts payable and accrued expenses (372)
Operating lease liability(1,806)
Net assets acquired 21,130 
Less estimated purchase price(19,797)
Gain on bargain purchase$1,333 
The fair value of the identified definite-lived intangible assets was as follows:
Definite-lived
Weighted average useful life
 
intangible assets
(in years)
Amount
Customer relationship7.0$7,796 
Noncompete agreements5.0$786 
The fair value of customer relationships was determined using the income approach, which requires management to estimate a number of factors for each reporting unit, including projected future operating results and discount rates. The fair value of the trade names was determined using the relief from royalty method. The fair value of noncompete agreements was determined using an income approach method, which requires management to estimate a number of factors related to
the expected future cash flows of TrailRunner and the potential impact and probability of competition, assuming such noncompete agreements were not in place.