Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Business Combinations [Abstract]

Allocation of total purchase price consideration

The acquisition date fair value of the consideration transferred for the 2021 acquisitions consisted of the following (in millions):

	Talos			Overactive
Cash	$	14.9		$	93.9
Company common stock issued at closing	3.8			2.5
Contingent consideration (1)	9.0		(2)	12.6		(3)
Net working capital adjustment due to the seller(s)	—			1.1
Total allocable purchase price consideration	$	27.7		$	110.1

(1)Represents the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the sellers 12 months after the applicable closing date of the acquisition.

(2)The maximum cash payout that may be realized by the sellers in the Talos acquisition is $10.6 million. As of March 31, 2022, the fair value of the contingent consideration was $8.0 million. The Company recorded a pre-tax adjustment to reduce the liability in “Adjustment to fair value of contingent consideration” on the Unaudited Condensed Consolidated Statements of Operations of $1.1 million during the three months ended March 31, 2022.

(3)The maximum cash payout that may be realized by the sellers in the Overactive acquisition is $14.4 million. As of March 31, 2022, the fair value of the contingent consideration was $12.7 million.

The Company has estimated the preliminary allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):

	Talos		Overactive
Acquired tangible assets	$	2.3	$	13.9
Identified intangible assets	8.1		35.0
Liabilities assumed	(1.4)		(18.5)
Goodwill	18.7		79.7
Total purchase price	$	27.7	$	110.1

Schedule of finite-lived intangible assets acquired

The following table presents details of the intangible assets acquired during the year ended December 31, 2021 (dollars in millions).

	Weighted Average Useful Life	Estimated Useful Life	Aggregate acquisitions
Customer relationships	9 years	6 - 10 years	$	39.0
Customer backlog	1 year	1 year	3.0
Non-compete agreements	5 years	5 years	0.4
Trade name	1 year	1 year	0.7
Total acquired intangible assets			$	43.1

Pro-forma results of operations

These unaudited pro-forma results are presented in compliance with the adoption of ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisition of Overactive actually occurred on January 1, 2020 or of future results of operations of the consolidated entities (in thousands except per share data):

	Three Months Ended March 31,
	2021
Revenues	$	177,787
Net income	$	12,622
Basic net income per share	$	0.40
Diluted net income per share	$	0.38
Shares used in computing basic net income per share	31,889
Shares used in computing diluted net income per share	33,040