Business Combinations |
12 Months Ended |
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Dec. 31, 2022 | |
| Business Combination and Asset Acquisition [Abstract] | |
| Business Combinations | BUSINESS COMBINATIONS
During the second quarter, the Company acquired assets in business combinations for an aggregate purchase consideration of $6,532 in cash and $886 in contingent consideration. The preliminary purchase price allocations were $964 to tangible assets, $6,065 to intangible assets, and $389 to goodwill. The primary reasons for the business combinations are to augment and expand the Company's core competencies. The amount of revenue and earnings related to the business combinations since the acquisition date is immaterial.
Subsequent to the acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $193. The increase was due to a $105 decrease of certain tangible assets acquired, an increase to assumed liabilities of $147, and a $59 decrease in the aggregate consideration in connection with post close net working capital adjustments that were finalized in the fourth quarter of 2022.
The contingent consideration liability is based on the achievement of certain milestones over a three-year period. Under the terms of the purchase agreement, the contingent consideration consists of three earn-out periods capped at $500 per earn-out period. The maximum earn-out is $1,500 per the asset purchase agreement. As of the acquisition date, the contingent consideration had a fair value of $886. The estimated fair value of the contingent consideration liability as of the date of acquisition was determined using an option pricing method based upon available information and certain assumptions known and contains key inputs that are unobservable in the market, which represents a Level 3 measurement within the fair value hierarchy. Contingent consideration is included in Fair Value Measures above.
Pro forma results of operations have not been presented because the effects of the acquisitions were not material to the Company’s Consolidated Financial Statements.
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