Acquisitions

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS

REGENCY TECHNOLOGIES

On January 3, 2024, in order to expand our asset lifecycle management ("ALM") business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an information technology asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200,000, with $125,000 paid at closing, funded by borrowings under the Revolving Credit Facility (as defined in Note 6), and the remaining $75,000 (the “January 2025 Payment”) to be paid in January 2025 (the "Regency Transaction"). The present value of the January 2025 Payment is included as a component of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at March 31, 2024. The agreement for the Regency Transaction also includes a performance-based contingent consideration with a potential earnout range from zero to $200,000 based upon achievement of certain three-year cumulative revenue targets, which would be payable in 2027, if earned (the “Regency Deferred Purchase Obligation”). The preliminary fair value estimate of the Regency Deferred Purchase Obligation as of the date of the acquisition is approximately $78,400. The present value of the Regency Deferred Purchase Obligation is included as a component of Other Long-term Liabilities in our Condensed Consolidated Balance Sheet at March 31, 2024. Subsequent increases or decreases in the fair value estimate of the Regency Deferred Purchase Obligation, as well as the accretion of the discount to present value, will be included as a component of Other (income) expense, net in our Condensed Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. Subsequent to the acquisition, the results of Regency Technologies are included as a component of Corporate and Other.

PRELIMINARY PURCHASE PRICE ALLOCATION

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our acquisitions closed during the three months ended March 31, 2024 is as follows:

	THREE MONTHS ENDED MARCH 31, 2024
Cash Paid (gross of cash acquired)	$	125,000
Deferred Purchase Obligations, Purchase Price Holdbacks and Other(1)	133,713
Total Consideration	258,713
Fair Value of Identifiable Assets Acquired(2)	155,259
Fair Value of Identifiable Liabilities Acquired	(28,241)
Goodwill Initially Recorded(3)	$	131,695

(1)Consists of the acquisition-date present values of the Regency Deferred Purchase Obligation and the January 2025 Payment.

(2)Assets acquired include a customer and supplier relationship intangible asset, which has a fair value of $108,000 and a weighted average life of approximately 20 years.

(3)Goodwill is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.

The preliminary purchase price allocations that are not finalized as of March 31, 2024 relate to the final assessment of the fair values of property, plant and equipment and intangible assets associated with the acquisitions we closed during the three months ended March 31, 2024. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Purchase price allocation adjustments recorded during the three months ended March 31, 2024 were not material to our balance sheet or results from operations.