BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2025

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

Acquisition of Marcum LLP

On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”). The acquisition is referred to herein as the “Transaction”. During the three months ended March 31, 2025, the Company’s condensed consolidated statement of comprehensive income included $328.7 million of revenue and $86.5 million of operating income associated with the results of operations of Marcum.

Stock Consideration Transferred

At closing, the purchase price for the purpose of the Transaction consisted of an aggregate of $1,063.0 million of 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. Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 4.0 million shares, in aggregate, were delivered from January 2, 2025 to April 1, 2025 to the selling shareholders. The remaining 9.6 million shares will be delivered in 32 monthly installments starting on May 1, 2025.

Measurement Period Adjustments

The Company applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date).

During the three months ended March 31, 2025, the Company reassessed its estimates and inputs as new information about facts and circumstances that existed as of the acquisition date became known. As a result, the Company recorded a measurement period adjustment to reduce goodwill by $20.2 million, of which $21.0 million reflected a reduction of the estimated settlement amounts associated with an acquired liability from $61.0 million to $40.0 million, and $0.8 million reflected other immaterial adjustments related to assets and liabilities previously unrecognized. The acquired liability was previously reported as a component of other non-current liabilities and was reclassified to "other current liabilities" as of March 31, 2025 due to the estimated timing of settlement.

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 receivable	169,866
Unbilled revenue	23,247
Other current assets	25,829
Property and equipment	31,221
Other intangible assets	490,000
Right-of- use asset	164,970
Deferred income taxes, net	3,485
Total identifiable asset acquired	908,618
Liabilities assumed:
Account payable	25,384
Accrued personnel costs	44,407
Other current liabilities	67,156
Contingent purchase price assumed (current and non-current)	25,042
Lease liabilities (current and non-current)	172,792
Other non-current liabilities	935
Total liabilities assumed	335,716
Net asset acquired	572,902
Goodwill	$	1,424,879

The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation. The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The final determination of the fair value of certain assets and liabilities will be completed as soon as the necessary information, such as final working capital adjustments, becomes available but no later than one year from the acquisition date.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of the Transaction.