Business Combinations and Dispositions | 3. Business Combinations and Dispositions Sale of Vintage Net Assets On March 10, 2017, the Company sold substantially all of the assets of its Vintage corporate filings business for approximately $ 26.6 23.7 1.8 Purchase of Bulletin Intelligence On March 27, 2017, the Company acquired all of the membership interests of Bulletin Intelligence, LLC, Bulletin News Network, LLC, and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”). The Company acquired Bulletin Intelligence to expand the Company’s ability to deliver actionable intelligence to senior leadership teams. During the three months ended March 31, 2017, the Company incurred acquisition-related transaction costs of $ 1.0 The purchase price was $ 71.8 60.5 70,000 5.2 6.1 2.9 7.0 7.0 1.8 The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. (in thousands) Cash and cash equivalents $ 11,457 Accounts receivable, net 5,232 Prepaid and other assets 216 Property, equipment and software, net 704 Trade name 1,070 Customer relationships 28,870 Purchased technology 9,510 Goodwill 19,520 Total assets acquired 76,579 Accounts payable and accrued liabilities (3,481) Deferred revenue (1,271) Total liabilities assumed (4,752) Net assets acquired $ 71,827 Goodwill will be deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill, which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce. Purchase of Argus On June 22, 2017, the Company acquired all of the outstanding shares of L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring solutions, for € 6.0 6.8 1.1 1.2 The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning June 22, 2017. The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. (in thousands) Cash and cash equivalents $ 897 Accounts receivable, net 12,543 Prepaid and other assets 2,346 Property, equipment and software, net 5,543 Trade name 79 Customer relationships 1,989 Purchased technology 796 Goodwill 5,092 Total assets acquired 29,285 Accounts payable, accrued liabilities, and other liabilities (16,610) Deferred revenue (4,627) Total liabilities assumed (21,237) Net assets acquired $ 8,048 Goodwill is not deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Purchase of CEDROM On December 19, 2017, the Company acquired all of the outstanding shares of CEDROM, a Montréal-based provider of digital media monitoring solutions, for CAD 33.1 25.9 The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning December 19, 2017. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. The following table summarizes the preliminary allocation of the purchase price based on currently available information by the Company to the fair value of the assets and liabilities of CEDROM. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over five to twelve years on an accelerated basis. (in thousands) Cash and cash equivalents $ 2,394 Accounts receivable, net 2,955 Prepaid and other assets 1,749 Property, equipment and software, net 1,256 Trade name 1,061 Customer relationships 3,517 Purchased technology 7,765 Goodwill 16,642 Total assets acquired 37,339 Accounts payable, accrued liabilities, and other liabilities (4,288) Deferred revenue (3,709) Deferred taxes (3,412) Total liabilities assumed (11,409) Net assets acquired $ 25,930 Goodwill is not deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Purchase of Prime On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately € 75.7 94.1 53.1 65.4 700 Total acquisition costs related to the Prime acquisition were $ 5.4 2.3 (in thousands) Cash and cash equivalents $ 2,711 Accounts receivable, net 8,186 Prepaid and other assets 1,320 Property, equipment and software, net 1,207 Trade name 1,436 Customer relationships 17,903 Purchased technology 9,881 Goodwill 57,465 Total assets acquired 100,109 Accounts payable, accrued liabilities, and other liabilities (5,627) Deferred revenue (426) Total liabilities assumed (6,053) Net assets acquired $ 94,056 Approximately $ 38.8 pending any purchase price adjustments 31.1 Supplemental Unaudited Pro Forma Information The unaudited pro forma information below gives effect to the acquisitions of Bulletin Intelligence, Argus, and CEDROM as if they had occurred as of January 1, 2016 and Prime as if it had occurred as of January 1, 2017. Three Months Ended March 31, (in thousands, except per share data) 2018 2017 Revenue $ 182,334 $ 175,118 Net income (loss) 1,398 (24,593) Net income (loss) per share basic and diluted 0.01 (0.87) |