Deferred Acquisition Consideration |
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Deferred Acquisition Consideration | 3. Acquisition Acquisition of QStrauss On August 3, 2026, the Company acquired the net assets of QStrauss Consulting S.A.S., QStrauss Consulting LLC, and certain related intellectual property (collectively, “QStrauss”), a Colombian technology consulting company specializing in marketing technology and digital experience services, for $3.9 million, consisting of $1.9 million paid in cash and $2.0 million paid in 254,727 shares of the Company’s Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are eligible to receive a deferred payment of $3.0 million, subject to continued employment, and contingent consideration up to a maximum value of $5.0 million, subject to continued employment and based on future net revenue targets. A portion of the deferred payment and contingent consideration may be settled in shares of Class A Common Stock. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of QStrauss and expected growth related to new customer relationships. Customer relationships of $1.3 million and goodwill of $3.1 million were assigned to the Digital Transformation reportable segment. The Company expects that the goodwill will not be deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. Acquisition of Wavelength On January 30, 2026, the Company acquired the net assets of Wavelength Strategy LLC (“Wavelength”), a digital advocacy and communications company, for $10.2 million, consisting of $4.6 million paid in cash, and $5.6 million paid in 863,624 shares of the Company’s Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are eligible to receive contingent consideration up to a maximum value of $24.8 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wavelength and expected growth related to new customer relationships. Trade names of less than $1.0 million, customer relationships of $3.4 million, and goodwill of $6.3 million were assigned to the Communications reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments. The unaudited pro forma revenue and net income in 2026 were not materially different from the actual amounts of revenue and net income reported for the three and nine months ended September 30, 2026. Further, there were no material post-closing adjustments during the nine months ended September 30, 2026. 6. Deferred Acquisition Consideration The following table presents changes in deferred acquisition consideration for the nine months ended September 30, 2026 and the year ended December 31, 2025 and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of the dates indicated:
(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock and other forms of payment of $0.5 million and $21.8 million for the nine months ended September 30, 2026 and the year ended December 31, 2025, respectively. (2) Adjustments to deferred acquisition consideration contain fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period. (3) The deferred acquisition consideration as of September 30, 2026 and December 31, 2025 includes $21.5 million and $13.6 million, respectively, expected to be settled in shares of Class A Common Stock.
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