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Acquisitions (Tables)
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination The following table provides the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:
(in thousands)
January 31, 2025
Aggregate cash consideration(1)
$277,668 
Aggregate stock consideration(2)
41,019 
Other consideration(3)
76,691 
Total purchase consideration$395,378 
ASSETS ACQUIRED
Receivables, net(4)
$44,470 
Prepaid expenses and other assets2,672 
Property assets65,311 
Operating lease right-of-use assets850 
Goodwill196,866 
Other intangible assets152,300 
Total assets acquired$462,469 
LIABILITIES ASSUMED
Accounts payable - trade17,989 
Accrued liabilities3,877 
Operating lease liabilities850 
Deferred income taxes44,375 
Total liabilities assumed67,091 
Net assets acquired$395,378 
(1) Aggregate cash consideration excludes $7.8 million in Replacement Awards described above and $58.6 million in cash acquired, and includes cash paid to settle Brigit's outstanding debt and loan balances and other transaction expenses of $63.7 million, and post-closing net working capital adjustments of $1.7 million.
(2) Aggregate stock consideration excludes approximately 1.3 million shares valued at approximately $39.1 million subject to certain vesting restrictions, as described further above.
(3) Includes the fair value of Deferred Consideration and earnout payments described above, which were not included in Closing Cash Consideration paid at the time of closing but will be paid out in future periods based on the terms of the Merger Agreement.
(4) Includes gross contractual receivables of $43.8 million related to customer cash advances, of which $4.5 million were estimated to be uncollectible as of the Closing Date.
Business Combination, Recognized Asset Acquired and Liability Assumed Certain fair values were determined based on an independent valuation of the net assets acquired, including $152.3 million of identifiable intangible assets with an estimated weighted average useful life of nine years, as follows:
Asset ClassEstimated Fair Value
(in thousands)
Estimated Remaining Useful Life (in years)
Customer contracts$144,500 10
Trade name7,800 7
Business Combination, Pro Forma Information The unaudited pro forma financial information is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2025202420252024
Pro Forma total revenues$1,157,536 $1,113,464 $2,349,953 $2,243,675 
Pro Forma net earnings(1)
5,327 28,153 37,066 25,734 
(1) Total pro forma adjustments to net earnings represented decreases of $10.1 million and $3.2 million for the three and six months ended June 30, 2025, respectively and $5.8 million and $35.9 million for the three and six months ended June 30, 2024, respectively.
The amounts of revenue and earnings of Brigit included in our Condensed Consolidated Statements of Operations from the acquisition date of January 31, 2025 are as follows:
(in thousands)
January 31, 2025 -
June 30, 2025
Total revenues$83,751 
Net earnings(1)
10,780 
(1)Net earnings for the period includes amortization and depreciation of intangible assets and developed technology acquired upon closing of the Brigit acquisition.