N-able Inc

3. Acquisitions

On July 1, 2022, we completed the acquisition of all the outstanding equity of Spinpanel B.V. (“Spinpanel”) for a total consideration of up to approximately $20.0 million, including up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. We funded the transaction with cash on hand. Goodwill and acquired identifiable intangible assets for this acquisition are not deductible for tax purposes. During the three months ended March 31, 2023, a measurement period adjustment of $1.6 million was recorded to non-current deferred tax liabilities and goodwill. The measurement period concluded as of June 30, 2023.

The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:

The following table summarizes the total consideration for the assets acquired and liabilities assumed:

The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life by category:

The results of operations related to Spinpanel since the acquisition date are included in our Consolidated Financial Statements during the three months ended June 30, 2024 and 2023. As noted above, total consideration includes up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. The contingent consideration liabilities will be re-evaluated at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. The fair value of this contingent consideration was $5.2 million at the date of acquisition and $2.3 million and $3.7 million as of June 30, 2024 and December 31, 2023, respectively. We recognized a loss of $0.1 million and a gain of $0.6 million on the contingent consideration for the three months ended June 30, 2024 and 2023, respectively, and a gain of $1.4 million and $0.3 million on the contingent consideration for the six months ended June 30, 2024 and 2023, respectively. The contingent consideration of $2.3 million is included in “other long-term liabilities” in our Consolidated Balance Sheets as of June 30, 2024. See Note 6. Fair Value Measurements, Note 7. Accrued Liabilities and Other, and Note 11. Commitments and Contingenciesfor further details regarding our contingent consideration liabilities.

Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue, net income and net income per share is not material. We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in Note 2. Summary of Significant Accounting Policies.