The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis, with the exception of Rapide Communication LTD, a private company limited by shares organized and existing under the laws of England and Wales doing business as Rant & Rave (“Rant & Rave”). Refer to “Pro Forma Financials” disclosed below.

•Postup Holdings - On April 18, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Postup Holdings, LLC, a Texas limited liability company (“Postup Holdings”), and Postup Digital, LLC, a Texas limited liability company (“Postup Digital”), an Austin-based company providing email and audience development solutions for publishing & media brands. Revenues recorded since the acquisition date through September 30, 2019 were approximately $5.4 million.

•Kapost - On May 24, 2019, the Company completed of its purchase of the shares comprising the entire issued share capital of Daily Inches, Inc., d/b/a Kapost, a Delaware corporation (“Kapost”), a leading content operations platform provider for sales and marketing. Revenues recorded since the acquisition date through September 30, 2019 were approximately $4.5 million.

•Cimpl - On August 21, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Cimpl, Inc., a Canadian corporation (“Cimpl”), a leading cloud-based telecom expense management platform. Revenues recorded since the acquisition date through September 30, 2019 were approximately $0.9 million.

•Interfax - On March 21, 2018, the Company’s wholly owned subsidiary, PowerSteering Software Limited, a limited liability company organized and existing under the laws of England and Wales (“PowerSteering UK”), completed its purchase of the shares comprising the entire issued share capital of Interfax Communications Limited ("Interfax"), an Irish-based software company providing secured cloud-based messaging solutions, including enterprise cloud fax and secure document distribution.


	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

(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.

The pro forma statements of operations data for the three and nine months ended September 30, 2019 and September 30, 2018, shown in the table below, give effect to the Rant & Rave acquisition, described above, as if it had occurred at January 1, 2017. These amounts have been calculated after applying our accounting policies and adjusting the results of Rant & Rave to reflect: the reversal and deferral of commissions expense, the costs of debt financing incurred to acquire Rant & Rave, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been recognized assuming the fair value adjustments had been applied and incurred since January 1, 2017. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results 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):

(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.

The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase accounting for the 2019 acquisition of Cimpl is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects, specifically the valuation of intangible assets. The purchase accounting for the 2019 acquisitions of Kapost, Postup Holdings and the 2018 acquisitions of Adestra and Rant & Rave are preliminary due primarily to the tax impact related to the transactions not being finalized as of September 30, 2019. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete its purchase price allocations for Adestra and Rant & Rave in the fourth quarter of 2019, Kapost and Postup Holdings in the first quarter of 2020 and Cimpl in the second quarter of 2020.

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

The company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships and are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management's estimates and assumptions. The change in the preliminary acquisition-date fair value of assets and liabilities for Adestra during the nine months ended September 30, 2019 was related primarily to a $3.3 million decrease in intangibles (customer relationships, trade name and technology) due to a change in valuation estimates.

The goodwill of $139.7 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes at the time of acquisition was $2.4 million for Interfax, $2.7 million for RO Innovation and $6.2 million for Postup Holdings. There was no Goodwill deductible for tax purposes for our Adestra, Rant & Rave, Kapost and Cimpl acquisitions.

Total transaction related expenses incurred with respect to acquisition activity during the three months ended September 30, 2019 and September 30, 2018 were $2.2 million and $0.2 million, respectively, and during the nine months ended September 30, 2019 and September 30, 2018 were $6.2 million and $2.8 million, respectively. Transaction related expenses, excluding integration and transformation costs, include expenses such as banker fees, legal and professional fees, insurance costs, and deal bonuses.

In connection with the acquisition of Interfax, the Company acquired certain assets and customer relationships of Interfax's U.S. reseller (“Marketech”) for $2.0 million, excluding potential future earn-out payments of $1.0 million valued at $0.3 million as of the acquisition dated based on the probability of attainment of future performance-based goals. During the nine months ended September 30, 2019 we paid $0.6 million based on the final valuation of this earn-out. Refer to Note 3. Fair Value Measurements for further discussion regarding the calculation of fair value of acquisition related earn-outs.