Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Event

On October 11, 2022, the Company entered into a Stock Purchase Agreement (the “Ameex Agreement”), by and among the Company, Ameex Technologies Corporation (“Ameex”), the shareholders of Ameex (the “Shareholders”), and certain other parties thereto. Pursuant to the Ameex Agreement, the Company acquired all of the outstanding capital stock of Ameex.

The total consideration paid at closing was approximately $32.3 million, comprised of (1) $27.1 million in cash and (2) $5.2 million in the Company’s common stock (based on the average closing price of the Company’s common stock on the Nasdaq Global Select Market for the 30 trading days immediately preceding the closing date per the terms of the Ameex Agreement). Of the total consideration, $4.8 million was placed in escrow as security for post-closing indemnification obligations of the Shareholders.

The purchase price is subject to a net working capital adjustment and contingent consideration of up to $5.7 million payable in cash and contingent on the satisfaction of certain post-closing financial performance objectives of Ameex during the 12-month period immediately following closing. The Ameex Agreement includes customary representations, warranties and covenants by the parties.

This transaction will be accounted for as a business combination under the acquisition method of accounting. The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition date. Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting are incomplete at the time of filing of the Interim Unaudited Condensed Consolidated Financial Statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill and other intangible assets.