During the six months ended June 30, 2022, the Company acquired a sales business and two marketing businesses. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities

assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to post-close adjustments to working capital. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months. The results of operations of each acquired business have been included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) since its respective date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $68.9 million, which includes $67.6 million paid in cash, $0.5 million recorded as contingent consideration liabilities, and $0.8 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value. The maximum potential payment outcome related to the acquisitions is $1.6 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 18 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $0.8 million is deductible for tax purposes.

The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the six months ended June 30, 2022, as of the applicable acquisition dates, are as follows:


(in thousands)
Consideration:
Cash	$	67,611
Holdback		810
Fair value of contingent consideration		510
Total consideration	$	68,931
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	6,190
Other assets		2,815
Identifiable intangible assets		21,220
Total assets		30,225
Liabilities
Accounts payable		5,266
Deferred tax liabilities and other		6,601
Total liabilities		11,867
Total identifiable net assets		18,358
Goodwill arising from acquisitions	$	50,573

The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows:


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	21,220	6 years

The operating results of the businesses acquired during the six months ended June 30, 2022 contributed total revenues of $8.0 million and $8.5 million in the three and six months ended June 30, 2022, respectively. The

Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition. During the three and six months ended June 30, 2022, the Company incurred immaterial amounts in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

During the six months ended June 30, 2021, the Company acquired three sales businesses. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon estimates and assumptions. The results of operations of each acquired business has been included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) since its respective date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $27.0 million, which includes $20.4 million paid in cash, $5.1 million recorded as contingent consideration liabilities, and $1.4 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value. The maximum potential payment outcome related to the acquisitions is $13.5 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 18 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $9.0 million is deductible for tax purposes.

The fair values of the identifiable assets and liabilities of the acquisitions completed during the six months ended June 30, 2021, as of the applicable acquisition dates, are as follows:


(in thousands)
Consideration
Cash	$	20,426
Holdbacks		1,442
Fair value of contingent consideration		5,116
Total consideration	$	26,984
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	3,382
Property and equipment		86
Identifiable intangible assets		11,083
Total assets		14,551
Liabilities
Total liabilities		4,222
Redeemable noncontrolling interest		1,804
Total identifiable net assets		8,525
Goodwill arising from acquisitions	$	18,459


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	10,082	7 years
Trade Names		1,001	10 years
Total identifiable intangible assets	$	11,083

The operating results of the businesses acquired during the six months ended June 30, 2021 contributed total revenues of $6.3 million and $10.9 million in the three and six months ended June 30, 2021, respectively. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition. During the three and six months ended June 30, 2021, the Company incurred immaterial amounts in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Supplemental information on an unaudited pro-forma basis, presented as if the acquisitions executed during the period from January 1, 2021 to August 9, 2022 had been consummated as of the beginning of the comparative prior period, is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
(in thousands)
Revenues	$	981,076	$	902,973	$	1,903,280	$	1,749,443
Net income	$	3,258	$	6,476	$	22,597	$	6,375