XML 50 R35.htm IDEA: XBRL DOCUMENT v3.25.0.1
BUSINESS COMBINATIONS (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Summary of Business Acquisitions, by Acquisition
At closing, the purchase price for the purpose of the Merger consisted of an aggregate of $1,063.0 million of net cash consideration and $934.7 million of the Company’s common stock, which represents a fair value of 13.6 million shares issued as stock consideration.
 Fair Value of Purchase Consideration
Cash consideration(1)
$1,063,037 
Share consideration(2)
934,744 
Total$1,997,781 
(1)Reflects the amount of cash consideration, which is equal to the Cash Payment Amount of $1,142.4 million as defined in the Merger Agreement, adjusted for the assumed indebtedness as outlined in the Merger Agreement, consisting of contingent consideration expected to be paid within 18 months of close, earned bonuses for Marcum employees, certain specific deferred revenue balances, and adjustments for certain lease liabilities, plus Marcum's finance lease obligations settled by the Company at close.
(2)Reflects the fair value of 13.6 million shares to be issued as Transaction consideration. As defined in the Merger Agreement, the total number of shares to be issued was calculated on November 1, 2024, using the Base Purchase Price of $2,247.7 million less the Cash Payment Amount, assumed liabilities expected to be paid subsequent to 18-months after the closing date, and an adjustment for net working capital and deposit balances divided by $76.84, to arrive at 14.3 million shares. The total number of shares is fixed on November 1, 2024, the closing date of the Transaction. Of the 14.3 million shares, approximately 0.7 million shares represent the share-based compensation awards which are subject to continued service requirements and therefore are not included in Transaction consideration. The remaining 13.6 million shares constitute the share consideration and are included in Transaction consideration, of which approximately 3.1 million shares were delivered on January 2, 2025 and 0.3 million shares were delivered on February 3, 2025. The remaining 10.2 million shares will be delivered in 34 monthly installments starting on March 3, 2025. The estimated fair value of this deferred share consideration was estimated using a Monte Carlo simulation (“MC Simulation”). In the MC Simulation, the stock price is assumed to follow a Geometric Brownian Motion, using the following key assumptions: term of 3.1 years consistent with the issuance schedule outlined in the Merger Agreement, risk-free rate, stock price as of October 31, 2024, and volatility of 35% based on the weekly historic volatility observed in the Company and guideline companies.
Summary of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Marcum, with the excess recorded as goodwill (in thousands):
 On November 1, 2024
Fair Value
Total consideration transferred
$1,997,781 
Asset acquired:
Account receivable170,139 
Unbilled revenue23,247 
Other current assets25,914 
Property and equipment31,292 
Other intangible assets490,000 
Right-of- use asset164,970 
Deferred income taxes, net3,427 
Total identifiable asset acquired908,989 
Liabilities assumed:
Account payable25,370 
Accrued personnel costs44,650 
Other current liabilities27,267 
Contingent purchase price assumed (current and non-current)24,232 
Lease liabilities (current and non-current)172,792 
Other non-current liabilities 61,967 
Total liabilities assumed356,278 
Net asset acquired552,711 
Goodwill$1,445,070 
Summary of Identifiable Intangible Assets Acquired
The following table summarizes key information underlying identifiable intangible assets related to the Transaction (in thousands):
 Weighted Average Useful Life (in years)Fair Value
Client lists
10.0$474,000 
Non-competition agreements3.016,000 
Unfavorable leaseholds, net
7.9(7,822)
Total$482,178 
Summary of Pro Forma Financial Information
The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Company for the year ended December 31, 2024 and 2023, assuming the Transaction had occurred on January 1, 2023 (in thousands).

For the year ended December 31,
 20242023
Net Sales
$2,790,091 $2,698,828 
Net Income$111,015 $88,371 
Summary of Segment Allocation
The following table summarizes the aggregated goodwill and intangible asset amounts resulting from the Other 2024 Acquisitions and the 2023 Acquisitions for the twelve months ended December 31, 2024 and 2023, respectively (in thousands):
Twelve Months Ended December 31,
20242023
Financial ServicesBenefits & InsuranceFinancial ServicesBenefits & Insurance
Goodwill$25,237 $2,345 $41,322 $3,932 
Client list10,514 2,644 33,196 2,053 
Other intangibles— — 18 — 
Total $35,751 $4,989 $74,536 $5,985 
Summary of Contingent Consideration
The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions during the year ended December 31, 2024 and 2023, respectively (in thousands):
20242023
Net expense 6,994 2,743 
Cash settlement paid56,594 45,010 
Shares issued (number)126 140