Acquisitions

9 Months Ended

Sep. 30, 2024

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

Acquisitions

Acquisitions

JUXT — On September 26, 2024, the Company acquired 100% of Headrunner Limited and Congreve Computing Ltd., with their wholly owned subsidiary JUXT Ltd. (collectively referred to as “JUXT”). JUXT is a group of UK-based companies specializing in data-intensive information systems for banking and other financial institutions, with a particular focus on risk platforms, structured notes, equity derivatives, and financial reporting. JUXT primary expertise includes full trade life cycle, prime brokerage, structured notes, and risk management. The Company believes that acquisition of JUXT strengthens its go-to-market positioning in Finance vertical and opens new opportunities across the European market.

The total purchase consideration is $47.0 million and consists of cash consideration of $39.5 million paid at closing, and fair value of the contingent consideration at the date of the acquisition of $7.5 million. As a result of the acquisition, the Company recorded $54.9 million of total assets, including $7.3 million of cash, $18.9 million of intangible assets, primarily consisting of customer relationships, and $19.9 million of goodwill; as well as $7.9 million of total liabilities. The estimated fair values are provisional and based on the information available as of the acquisition date. The Company expects to finalize the purchase price allocations as soon as practicable but no later than one year from the acquisition date.

NextSphere — On April 18, 2023, the Company completed the acquisition of 100% of NextSphere Technologies, Inc. (“NextSphere”). Founded in 2006, NextSphere is headquartered in Tampa, FL, has an engineering presence in Phoenix, AZ, and operates two large engineering centers in India’s tech hubs of Hyderabad and Chennai. NextSphere specializes in modern application development, systems monetization, product development, cloud and infrastructure services, and quality assurance. NextSphere has worked with several brands across numerous industry verticals with expertise in Healthcare, Fintech, and CPG/Manufacturing industries. The Company believes this acquisition will support the Company’s objectives of enhancing its technical capabilities, expanding its global footprint, and increasing its client base.

The total purchase consideration is $25.2 million and consists of cash consideration of $24.3 million paid at closing, and fair value of the contingent consideration at the date of the acquisition of $0.9 million. As a result of NextSphere acquisition, the Company recorded $29.3 million of total assets, including $6.4 million of cash, $9.9 million of intangible assets, primarily consisting of customer relationships, and $9.0 million of goodwill; as well as $4.4 million of total liabilities.

These unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisition of JUXT occurred on the assumed date, nor are they necessarily an indication of future operating results.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Revenues	$	95,444	$	84,556	$	272,556	$	254,717
Net income/(loss)	$	5,050	$	526	$	1,343	$	(4,422)