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Acquisitions, Intangible Assets, and Goodwill
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions, Intangible Assets, and Goodwill Acquisitions, Intangible Assets, and Goodwill
Acquisitions
Acquisitions
Third Door Media
On October 16, 2024, the Company acquired 100% of the outstanding shares of Third Door Media, Inc. ("Third Door Media"). The Company has accounted for this transaction as a business combination under the acquisition method. The purpose of this business combination was to expand the Company’s content and educational offerings. The acquisition date fair value of the consideration transferred consisted of the following:
Acquisition Date
Consideration transferredFair Value
Cash paid at close$5,424 
Fair value of deferred purchase payments750 
Total purchase consideration$6,174 
The Company determined that the fair value of the assets acquired and liabilities assumed was $6,174, including the cash paid at close and the fair value of the deferred purchase payments. The fair value of deferred purchase payments represents the fair value of three holdback payments of $250, $200, and $300, respectively, the first of which will be paid in the first quarter of 2025 and is included within other current liabilities within the consolidated balance sheet as of December 31, 2024. The second payment is due in the fourth quarter of 2025 and is included in other current liabilities within the consolidated balance sheet as of December 31, 2024. The third payment is due in the second quarter of 2026 and is included in other long term liabilities within the consolidated balance sheet as of December 31, 2024
The table below summarizes the Company’s preliminary purchase price allocation. The allocation of the purchase price is preliminary as of December 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation.
Purchase Price
Assets acquiredAllocation
Cash and cash equivalents$1,755 
Accounts Receivable721 
Prepaid Expenses49 
Identifiable intangible assets2,350 
Goodwill2,769 
Total assets acquired$7,644 
Liabilities assumed
Other current liabilities$59 
Accrued liabilities254 
Deferred revenue593 
Deferred tax liabilities564 
Total Liabilities Assumed$1,470 
Fair value of assets acquired and liabilities assumed, net$6,174 
The Company allocated $2,350 of the purchase price to identifiable intangible assets, of which $1,830 related to customer relationships and the remainder related to developed technology and trade names. The Company amortizes the acquired intangible assets over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to acquired customer relationships, developed technology, and trade names, of six years, three years, and five years, respectively. The Company used the multi-period excess earnings method to value the customer relationships. The Company used the replacement cost method to value the developed technology. The Company used the relief from royalty method to value the trade names. The significant assumptions used to estimate the value of the intangible assets included the discount rate, revenue growth rates, and adjusted operating margin. After allocating the purchase price to identifiable assets acquired and liabilities assumed, the remaining purchase price was allocated to goodwill, which primarily relates to expected synergies with our existing product offerings and is not deductible for tax purposes.
The Company recorded $739 in transaction costs related to the transaction during the year ended December 31, 2024, respectively, which are included in the consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative.
As of October 16, 2024, the results of Third Door Media’s operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.
Exploding Topics
On August 15, 2024, the Company completed an asset purchase agreement with Backlinko, LLC, doing business as Exploding Topics, to acquire substantially all of the assets of Exploding Topics. The Company has accounted for this transaction as a business combination under the acquisition method. The purpose of this asset acquisition was to acquire the traffic generating content of Exploding Topics. The acquisition date fair value of the consideration transferred totaled $2,950 which includes a holdback
of $531 to be paid on August 15, 2025. This holdback amount is included in other current liabilities within the consolidated balance sheet as of December 31, 2024.
The Company assigned a value of $1,062 to the acquired identifiable intangible assets consisting of content, customer relationships, and developed technology, which are amortized over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired content, customer relationships, and developed technology, of four years, three years, and three years, respectively. The Company used the guideline public company method to value the identifiable intangible assets. After allocating the purchase price to identifiable assets acquired and liabilities assumed, the remaining purchase price of $2,464 was allocated to goodwill, which primarily relates to expected future site traffic generation and is deductible for tax purposes. The allocation of the purchase price is preliminary as of December 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation. The Company recorded a measurement period adjustment of $577 related to deferred revenue as of the closing date, which increased the amount of the purchase price allocated to goodwill.
The Company recorded $132 in transaction costs related to the transaction during the year ended December 31, 2024, which are included in the consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative.
As of August 15, 2024, the results of Exploding Topics’ operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.
Ryte
On July 11, 2024, the Company acquired 100% of the outstanding shares of Ryte GmbH ("Ryte"). The Company has accounted for this transaction as a business combination under the acquisition method. The purpose of this business combination was to expand the Company’s Enterprise SEO solution by adding enterprise site audit and website performance monitoring. The acquisition date fair value of the consideration transferred consisted of the following:
Acquisition Date
Consideration transferredFair Value
Cash paid at close$8,910 
Fair value of deferred purchase payments1,572 
Total purchase consideration$10,482 
The Company determined that the fair value of the assets acquired and liabilities assumed was $10,482, including the cash paid at close and the fair value of the deferred purchase payments. The fair value of deferred purchase payments represents the fair value of two payments of $786 each, the first of which will be paid July 11, 2025 and is included within other current liabilities within the consolidated balance sheet as of December 31, 2024. The second payment is due January 11, 2026 and is included in other long term liabilities within the consolidated balance sheet as of December 31, 2024.
The table below summarizes the Company’s preliminary purchase price allocation. The allocation of the purchase price is preliminary as of December 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation.
Purchase Price
Assets acquiredAllocation
Cash and cash equivalents$1,550 
Accounts Receivable742 
Prepaid Expenses463 
Other current assets676 
Other assets100 
Identifiable intangible assets2,630 
Goodwill10,489 
Total assets acquired$16,650 
Liabilities assumed
Accounts payable$194 
Short-term debt2,529 
Accrued liabilities457 
Deferred revenue2,708 
Other liabilities280 
Total Liabilities Assumed$6,168 
Fair value of assets acquired and liabilities assumed, net$10,482 
The Company allocated $2,630 of the purchase price to identifiable intangible assets, of which $2,140 related to developed technology and the remainder related to customer relationships and trade names. The Company amortizes the acquired intangible assets over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to acquired developed technology, customer relationships, and trade names, of five years, six years, and five years, respectively. The Company used the multi-period excess earnings method to value the developed technology. The Company used the distributor method, a variation of the multi-period excess earnings method to value the customer relationships. The Company used the relief from royalty method to value the trade names. Trade names primarily relate to the Ryte brand. The significant assumptions used to estimate the value of the intangible assets included the discount rate, revenue growth rates, adjusted operating margin, and obsolescence. After allocating the purchase price to identifiable assets acquired and liabilities assumed, the remaining purchase price was allocated to goodwill, which primarily relates to expected synergies with our existing product offerings and is not deductible for tax purposes.
The Company recorded $957 in transaction costs related to the transaction during the year ended December 31, 2024, which are included in the consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative.
As of July 11, 2024, the results of Ryte’s operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.
Brand 24
On April 29, 2024, the Company completed a stock purchase agreement to acquire approximately 58% of the voting equity interests in Brand 24 S.A. (“Brand 24”). The Company has accounted for this transaction as a business combination under the acquisition method. The purpose of the business combination was to expand our public relations business and customer base. The acquisition date fair
value of the consideration transferred consisted of the following:
Acquisition Date
Consideration transferredFair Value
Cash paid at close$10,650 
Fair value of deferred purchase payments2,878 
Consideration transferred$13,528 
The Company determined that the fair value of the assets acquired and liabilities assumed was $23,374, including the fair value of the noncontrolling interest in Brand 24 of $9,846, which is reflected in the stockholders’ equity section of the consolidated balance sheet as of December 31, 2024. The fair value of the noncontrolling interest on the closing date was estimated considering the implied enterprise value and the acquired percentage of Brand 24. The fair value of deferred purchase payments represents the fair value of two payments of $1,500 each, the first of which was paid in December 2024. The second payment is due November 12, 2025 and is included in other current liabilities within the consolidated balance sheet as of December 31, 2024. The deferred purchase payments accrue interest of 2.5% per year.
The table below summarizes the Company’s preliminary purchase price allocation. The allocation of the purchase price is preliminary as of December 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation. The Company recorded measurement period adjustments related to deferred revenue of $349, operating leases of $331, and intangible assets of $180 which increased the amount of the purchase price allocated to goodwill by $529.
Purchase Price
Assets acquiredAllocation
Cash and cash equivalents$1,502 
Accounts Receivable139 
Operating lease right-of-use assets331 
Other assets686 
Identifiable intangible assets9,170 
Goodwill16,375 
Total assets acquired$28,203 
Liabilities assumed
Deferred revenue, current1,196 
Deferred tax liabilities1,411 
Operating lease liabilities331 
Other liabilities1,891 
Total Liabilities Assumed$4,829 
Fair value of assets acquired and liabilities assumed, net$23,374 
Fair value of noncontrolling interest$9,846 
Fair value of controlling interest acquired$13,528 
The Company allocated $9,170 of the purchase price to identifiable intangible assets, of which $8,040 related to customer relationships and the remainder related to developed technology and trade names. The Company amortizes the acquired intangible assets over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to acquired customer relationships, developed technology, and trade names, of six years, five years, and five years, respectively. The Company used the multi-period excess earnings method to value the customer relationships. Customer relationships represent the underlying relationships with certain customers to provide ongoing services for products sold. To value the developed technology and trade names assets, the Company utilized the relief from
royalty method. Trade names primarily relate to the Brand 24 brand. The significant assumptions used to estimate the value of the intangible assets included the discount rate, revenue growth rates, and customer attrition rates. After allocating the purchase price to identifiable assets acquired and liabilities assumed, the remaining purchase price was allocated to goodwill, which primarily relates to expected synergies from combining operations and is not deductible for tax purposes.
The Company recorded $790 in transaction costs related to the transaction during the year ended December 31, 2024, which are included in the consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative.
As of April 29, 2024, the results of Brand 24’s operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.
In April 2024 the Company entered into award agreements with certain members of Brand 24 Management. These awards are accounted for as liability-classified awards under ASC 718, Compensation - Stock Compensation. The fair value of the awards were estimated using a Monte Carlo Simulation. The Company recorded $393 in post-acquisition compensation expense related to these awards during the year ended December 31, 2024.
In May 2024, the Company announced a tender offer to purchase up to 944,616 shares of Brand 24 (the “Tender Offer”) at a price equal to PLN47.0 per share with an opening date for subscriptions of May 31, 2024 and a closing date for subscriptions of July 2, 2024. In July 2024, the Company completed the Tender Offer for outstanding shares of Brand 24 and purchased 135,500 incremental shares for an aggregate cost of $3,684 paid using cash on hand. The Tender Offer increased the Company’s ownership to 312,974 shares representing approximately 72% of the shares of Brand 24. Subsequent to the Tender Offer the Company purchased additional shares using $1,699 in cash on hand which brought the Company’s ownership to approximately 76.9% as of December 31, 2024.
Datos
On December 1, 2023, the Company completed a stock purchase agreement to acquire approximately 60% of the voting equity interests in Datos Inc. (“Datos”). The Company has accounted for this transaction as a business combination under the acquisition method. The primary purpose of this business combination is to acquire Datos’ valuable clickstream data software. The Company performed acquisition accounting as of December 1, 2023. The acquisition date fair value of the consideration transferred consisted of the following:
Acquisition Date
Consideration transferredFair Value
Fair value of the January 2021 and February 2022 Convertible Notes$7,530 
Cash paid at close4,255 
Other consideration2,070 
Total purchase consideration$13,855 
The Company determined that the fair value of the assets acquired and liabilities assumed was $19,021, including the fair value of the noncontrolling interest in Datos of $5,166. The fair value of the noncontrolling interest is inclusive of the fair value of the acquired call option, which gives the Company the right, but not the obligation, to purchase the remaining shares in Datos during the period beginning January 1, 2026 and ending on January 1, 2027 (the “Call Option”). The Company estimated the fair value of the noncontrolling interest, inclusive of the Call Option, using an option pricing method (a special case of the income approach), considering the initial transaction price and based on Level 3 significant unobservable inputs such as the total equity value of Datos, forecasted revenues, volatility, and risk-
adjusted discount rates. Other consideration includes the deferred purchase payments, the contingent payment, and additional consideration due to the seller. Payments of $501 and $500 were made during March 2024 and August 2024, respectively, related to other consideration. The remaining fair value of other consideration has been recorded to other current liabilities in the consolidated balance sheet as of December 31, 2024.
The table below summarizes the Company’s purchase price allocation. The allocation of the purchase price was final as of September 30, 2024.
Purchase Price
Assets acquiredAllocation
Fair value of tangible assets:
Cash and cash equivalents$549 
Accounts receivable518 
Prepaid expenses and other current assets320 
Property and equipment, net
Other long-term assets
Identifiable intangible assets2,780 
Goodwill16,895 
Total assets acquired$21,072 
Liabilities assumed
Accounts payable342 
Deferred revenue367 
Accrued expenses213 
Other current liabilities609 
Other long-term liabilities520 
Total Liabilities Assumed$2,051 
Fair value of assets acquired and liabilities assumed, net$19,021 
Fair value of noncontrolling interest, including call option$5,166 
Fair value of controlling interest acquired$13,855 
The Company recorded $100 in transaction costs related to the transaction during the year ended December 31, 2024, which are included in the consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative.
As of December 1, 2023, the results of Datos’ operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.
Traffic Think Tank
On February 23, 2023, the Company completed a purchase agreement with Rank, LLC (“Traffic Think Tank”), acquiring certain intangible assets of Traffic Think Tank for total cash consideration of $1,800, of which $360 was paid during February 2024 (the “12-month holdback amount”) and $360 was paid during August 2024 (the “18-month holdback amount”). The remaining consideration was paid upon closing. The primary purpose of the acquisition was to acquire valuable brand and content related to Traffic Think Tank’s SEO community and courses.
This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.
Intangible Assets
Intangible assets consist of intangible assets resulting from the Company’s acquisitions and its capitalized internal-use software development costs. Intangible assets consist of the following:
As of December 31, 2024
Weighted
Average
RemainingGrossNet
Useful LifeCarryingAccumulatedCarrying
(years)AmountAmortizationAmount
Developed technology3.8$8,671 $(2,787)$5,884 
Trade name3.35,324 (2,309)3,015 
Content2.53,142 (1,695)1,447 
Customer relationships5.312,058 (1,790)10,268 
Capitalized internal-use software2.615,803 (4,362)11,441 
Total as of December 31, 2024
$44,998 $(12,943)$32,055 
As of December 31, 2023
Weighted
Average
RemainingGrossNet
Useful LifeCarryingAccumulatedCarrying
(years)AmountAmortizationAmount
Developed technology4.1$5,604 $(1,518)$4,086 
Trade name3.74,451 (1,404)3,047 
Content2.32,387 (1,021)1,366 
Customer Relationships4.41,694 (396)1,298 
Capitalized internal-use software2.88,460 (2,174)6,286 
Total as of December 31, 2023
$22,596 $(6,513)$16,083 
During the years ended December 31, 2024, 2023, and 2022, the Company capitalized $7,862, $5,165, and $1,760, respectively, of internal-use software development costs, which are classified as intangible assets on the accompanying consolidated balance sheets, and recorded amortization expense associated with its capitalized software development costs of $2,196, $721, and $570, respectively.
Amortization expense for acquired intangible assets was $4,346, $2,307, and $1,880 for the years ended December 31, 2024, 2023, and 2022, respectively.
As of December 31, 2024, future amortization expense is expected to be as follows:
Fiscal Year Ended December 31,Amount
2025$8,373 
20267,414 
20275,038 
20283,199 
20292,174 
Thereafter5,857 
Total
$32,055 
Goodwill
The changes in the carrying value of goodwill during the year ended December 31, 2024 were as follows:
Amount
Balance as of January 1, 2024$24,879 
Datos purchase price allocation adjustment(104)
Brand 24 acquisition16,375 
Ryte acquisition10,489 
Exploding Topics acquisition2,464 
Third Door Media acquisition2,769 
Foreign currency translation adjustment(733)
Balance as of December 31, 2024$56,139