Acquisitions |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | (12) Acquisitions Acquisition of GoBRANDgo, LLC On July 1, 2026, the Company acquired certain assets and liabilities of GoBRANDgo, LLC (“GoBRANDgo”), a strategic marketing agency based in St. Louis, pursuant to an asset purchase agreement. The transaction has been accounted for under the acquisition method in accordance with ASC 805, Business Combinations. This acquisition will allow Thomasnet to offer enhanced marketing services that leverage GoBRANDgo’s AI and automation capabilities. The Company incurred $0.3 million in transaction costs related to the acquisition during the nine months ended September 30, 2026, which are included within general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The aggregate non-contingent portion of the purchase price was approximately $4.6 million in cash. Additionally, the purchase price included liability-classified contingent consideration with an estimated fair value of $2.1 million. The contingent consideration allows the former GoBRANDgo owners to receive up to 28,454 shares of the Company’s Class A common stock based on the achievement of 2026 and 2027 performance targets. The contingent consideration liability will subsequently be remeasured at fair value. The maximum award corresponds with the quantity of shares that was equal to $2.5 million in value when the transaction closed based on the preceding 20-day average closing share price. The Company has performed a preliminary valuation analysis of the fair market value of the acquired assets and liabilities of GoBRANDgo. We expect to finalize the purchase price allocation once the Company has completed its assessment of the post-close working capital adjustment to the purchase price, which may impact the value of goodwill. The final allocation could differ materially from the preliminary allocation and may include changes to the value of acquired assets or liabilities. The following table (in thousands) summarizes the consideration transferred in the acquisition:
The following table (in thousands) summarizes the preliminary fair value of the GoBRANDgo assets acquired and liabilities assumed on July 1, 2026:
The Company engaged a third‑party valuation specialist to assist with the valuation of acquired assets, acquired liabilities, and the contingent consideration. The acquired goodwill balance is expected to be deductible for tax purposes and represents anticipated cross-selling revenue as well as technology-driven cost synergies. Acquired developed technology and customer relationships were valued using the relief from royalty method and the multi-period excess earnings method, respectively. The earnout was valued using a Monte Carlo simulation model. Level 3 inputs were used to estimate the fair value of these assets and liabilities. GoBRANDgo’s results of operations were included in the Company’s consolidated financial statements beginning on the acquisition date. The acquisition of GoBRANDgo was not considered material to the Company for the periods presented, so separate proforma disclosures are not required. |
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