Acquisitions (Tables)

9 Months Ended

Sep. 30, 2019

Schedule of Consideration Paid for Acquisitions

The following table summarizes the consideration transferred for the acquisitions described above (in thousands):


	Cimpl		Kapost		Postup Holdings		Adestra		Rant & Rave		RO Innovation		Interfax
Cash	$	23,071	$	45,000	$	34,825	$	55,242	$	58,470	$	12,469	$	35,000
Holdback ⁽¹⁾	2,600		5,000		175		4,432		6,500		1,781		5,000
Contingent consideration ⁽²⁾	—		—		—		—		—		—		—



Working capital adjustment	—		(601)		—		—		(211)		(87)		—
Total consideration	$	25,671	$	49,399	$	35,000	$	59,674	$	64,759	$	14,163	$	40,000

(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Cimpl, Kapost, Postup, Adestra, Rant & Rave and RO Innovation and 18 months from closing for Interfax.

(2)Contingent consideration includes potential future earn-out payments related to the acquisition of RO Innovation for up to $7.5 million which was valued at $0.0 million as of the acquisition date based on the probability of attainment of future performance-based goals. During the nine months ended September 30, 2019 the Company paid $1.5 million based on the final valuation of this earn-out. In addition, during the year ended December 31, 2018 the Company incurred contingent consideration related to an asset acquisition in connection with our acquisition of Interfax as discussed under “Other Acquisitions” below. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs.

Summary of Pro Forma Statements of Operations

The table below shows the pro forma statements of operations data, adjusted for the acquisition of Rant & Rave had the acquisition occurred in the year ended December 31, 2017, for the three and nine months ended September 30, 2019 and September 30, 2018 (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2019		2018		2019		2018
Revenue	$	55,065	$	42,715	$	156,571	$	122,270
Net loss ⁽¹⁾	$	(12,307)	$	(5,833)	$	(25,506)	$	(15,888)

(1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss presented on the consolidated statements of operations for the three and nine months ended September 30, 2019 and September 30, 2018 includes nonrecurring adjustments removing acquisition costs from 2018 and reflects these costs in the year ended December 31, 2017, the year the acquisition was assumed to be completed for pro forma purposes.

Schedule of Assets and Liabilities Assumed Through Acquisition

The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions in 2018 and through the nine months ended September 30, 2019, as well as assets and liabilities (in thousands):




	Preliminary														Finalized
	Cimpl		Kapost		Postup Holdings		Adestra		Rant & Rave		RO Innovation		Interfax
Year Acquired	2019		2019		2019		2018		2018		2018		2018

Cash	$	137	$	—	$	19	$	145	$	696	$	197	$	1,396
Accounts receivable	1,115		3,906		1,043		2,774		3,468		1,563		1,587
Other current assets	1,775		1,101		1,373		1,395		3,836		1,299		1,341

Operating lease right-of-use asset	—		2,136		—		—		—		—		—
Property and equipment	118		687		743		796		131		15		286
Customer relationships	12,181		23,735		10,667		27,542		29,981		6,688		22,577
Trade name	375		787		468		709		1,099		111		649
Technology	3,195		5,756		2,943		6,001		6,565		1,670		5,236
Noncompete agreements	—		—		—		—		—		1,148		—
Goodwill	12,778		21,542		22,105		29,218		32,589		7,568		13,862
Other assets	6		—		—		—		—		—		14
Total assets acquired	31,680		59,650		39,361		68,580		78,365		20,259		46,948
Accounts payable	(302)		(64)		(448)		(543)		(1,577)		(229)		(737)
Accrued expense and other	(1,168)		(1,689)		(530)		(1,723)		(6,114)		(1,921)		(2,847)
Deferred tax liabilities	(4,191)		(2,483)		(3,368)		(5,104)		(3,896)		(2,129)		(3,364)
Deferred revenue	(348)		(3,879)		(15)		(1,536)		(2,019)		(1,817)		—
Operating lease liabilities	—		(2,136)		—		—		—		—		—

Total liabilities assumed	(6,009)		(10,251)		(4,361)		(8,906)		(13,606)		(6,096)		(6,948)
Total consideration	$	25,671	$	49,399	$	35,000	$	59,674	$	64,759	$	14,163	$	40,000

Schedule of Weighted-average Amortization Period

The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the nine months ended September 30, 2019 and the year ended December 31, 2018 (in years):


	Useful Life
	September 30, 2019	December 31, 2018
Customer relationships	9.5	9.8
Trade name	9.1	8.0
Developed technology	7.5	6.7
Noncompete agreements	0.0	3.0
Total weighted-average useful life	9.1	9.1