Note 2 - Acquisition

12 Months Ended

Dec. 31, 2025

Notes to Financial Statements

Business Combination [Text Block]

(2) Acquisitions

In July 2024, we entered into a Stock Purchase Agreement to acquire all outstanding equity interests of Nobl, a provider of innovative rounding solutions for healthcare organizations, for cash delivered at closing of $6.0 million, subject to certain adjustments. We acquired Nobl to expand our portfolio of solutions and further support our experience customers in gathering real time employee and patient feedback. The Stock Purchase Agreement included a contingent consideration arrangement based on the achievement of specified customer contract metrics. See Note 1 for additional information regarding the contingent consideration arrangement, including fair value measurement and changes in the liability.

Total consideration paid for Nobl is as follows (in thousands):

Cash paid	$	5,513
Estimated fair value of contingent consideration		776
Fair value of total consideration transferred	$	6,289

The acquisition was accounted for as a business combination, using the acquisition method of accounting, which requires the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair values assigned to the intangible assets acquired were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques. The following table summarizes the final amounts of fair value of assets acquired and liabilities assumed at the acquisition date.

Recognized Amounts of Assets Acquired and Liabilities Assumed (In thousands)
Cash	$	680
Other current assets		481
Property and equipment		15
Customer related intangible		580
Technology		830
In process research & development		890
Goodwill		4,538
Other long-term assets		72
Total assets acquired	$	8,086
Current liabilities		1,645
Other long-term liabilities		152
Total liabilities assumed		1,797
Net assets acquired	$	6,289

The results of operations of Nobl are included in the Company’s consolidated financial statements from the acquisition date. Acquisition-related costs of $119,000 were included in selling, general and administrative expenses for the year ended December 31, 2024. The acquisition did not have a material impact on the Company’s consolidated financial statements for the years ended December 31, 2024, and 2025.