Business Combinations (Tables)

3 Months Ended

Mar. 31, 2023

Business Combinations [Abstract]

Allocation of total purchase price consideration

The acquisition date fair value of the consideration transferred for the 2022 acquisitions consisted of the following (in millions):

	Ameex			Inflection Point
Cash, net of cash acquired	$	26.1		$	44.6
Company common stock issued at closing	4.2			3.0
Contingent consideration (1)	4.2		(2)	6.6		(3)
Net working capital adjustment due to the seller(s)	2.4			(0.2)
Total allocable purchase price consideration	$	36.9		$	54.0

(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 closing date of the acquisition.

(2)The maximum cash payout that may be realized by the sellers in the Ameex acquisition is $5.7 million. As of March 31, 2023, the fair value of the contingent consideration was $4.3 million.

(3)The maximum cash payout that may be realized by the sellers in the Inflection Point acquisition is $13.0 million. As of March 31, 2023, the fair value of the contingent consideration was $4.6 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 $2.1 million during the three months ended March 31, 2023.

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):

	Ameex		Inflection Point
Acquired tangible assets	$	7.1	$	3.4
Identified intangible assets	13.2		20.1
Liabilities assumed	(5.2)		(9.9)
Goodwill	21.8		40.4
Total allocable purchase price consideration	$	36.9	$	54.0

Schedule of finite-lived intangible assets acquired

The following table presents details as of March 31, 2023 of the intangible assets acquired during the year ended December 31, 2022 (dollars in millions).

	Weighted Average Useful Life	Estimated Useful Life	Aggregate Acquisitions
Customer relationships	10 years	10 years	$	29.9
Customer backlog	1 year	1 year	2.8
Non-compete agreements	5 years	5 years	0.3
Trade name	1 year	1 year	0.3
Total acquired intangible assets			$	33.3