Business Acquisitions

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel.

2025 Acquisitions

The Company completed two immaterial acquisitions during the three months ended March 31, 2025, paying the purchase price in cash in each transaction. Total consideration for all businesses acquired in 2025 was $41.3 million, or $40.0 million, net of cash acquired.

Goodwill recognized associated with these acquisitions during the three months ended March 31, 2025 was $12.7 million, of which is $11.7 million is expected to be deductible for income tax purposes. Approximately $19.1 million of definite-lived intangibles were recorded in connection with the acquisition during the three months ended March 31, 2025, including $9.3 million of Customer relationships, net, $5.1 million of Trade names and trademarks, net, and $4.7 million of Other purchased intangibles, net. The initial accounting for 2025 acquisitions is incomplete due to the timing of available information and is subject to change. As of March 31, 2025, the Company has recorded provisional amounts for certain intangible assets (including customer relationships, trade names, and other purchased intangibles), preliminary acquisition date working capital, and related tax items.

The Condensed Consolidated Statement of Operations reflects the results of operations of the 2025 acquisitions since the date of each respective acquisition.

Net income contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

2024 Acquisitions

The Company completed the following acquisitions during the year ended December 31, 2024, paying a purchase price in cash in each transaction: (a) a purchase of 100% of the equity interest in TDS Gift Cards (“TDS”), acquired on February 5, 2024, a digital gifting and branded payments platform, which is reported within our Technology & Shopping segment; (b) a purchase of 100% of the equity interest in CNET Media, Inc. and certain related entities (“CNET”), acquired on September 12, 2024, a digital medial publication platform, which is reported within our Technology & Shopping segment; and two other immaterial acquisitions. The acquisition of TDS expanded our ability to offer innovative shopping solutions to our merchant partners and broaden our capabilities to help facilitate commerce between consumers and some of the market’s most highly visible brands. The acquisition of CNET has allowed us to reach a wider audience that is attractive to advertisers in the technology space. Total consideration for all business acquired in 2024 was $364.9 million, or $218.9 million, net of cash acquired.

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed for our 2024 acquisitions (in thousands):


	Valuation
	TDS		CNET (2)
Assets and Liabilities
Cash	$	142,957	$	—
Accounts receivable and other current assets (1)	171,290		16,904
Intangible assets	108,340		100,500
Goodwill (1)	81,248		36,363
Deferred tax asset, noncurrent	—		11,412
Other assets	203		655
Accounts payable and other current liabilities	(290,161)		(11,586)
Deferred tax liability, noncurrent	(25,442)		—

Other noncurrent liabilities	(847)		—
Total	$	187,588	$	154,248

(1)The fair value of the assets acquired includes accounts receivable of $170.7 million (including Settlement receivables, net of $166.8 million) related to TDS and $16.2 million related to CNET.

(2)During the three months ended March 31, 2025, we recorded a measurement period adjustment of $(1.2) million to Customer relationships, $0.7 million to Other purchased intangibles assets, $0.6 million to Accounts receivable and other current assets, $0.2 million to Accounts payable and other current liabilities, with corresponding adjustments to Goodwill.

The accompanying Condensed Consolidated Statements of Operations reflects the results of operations of the 2024 acquisitions since the date of each respective acquisition.