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 million and received approximately $23.7 million in cash after escrow and expenses. The transaction resulted in a gain of approximately $1.8 million which was recorded as other income in the consolidated statements of operations and comprehensive loss. The Company was required to provide the purchaser with certain immaterial transition services through the end of 2017. 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 nine months ended September 30, 2017, the Company incurred acquisition-related transaction costs of $1.0 million, which are included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. 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 March 27, 2017. The purchase price was $71.8 million and consisted of $60.5 million in cash, the issuance of 70,000 Class A Shares by Cision Owner with a fair value of $5.2 million and contingent consideration valued at $6.1 million. The fair value of the contingent consideration was determined using a Monte Carlo simulation, which utilized management’s projections of Bulletin Intelligence revenues over the earn-out period, and is considered a Level 3 measurement. Changes in fair value subsequent to the acquisition date will be recognized in earnings each reporting period until the arrangement is settled. The Company is required to pay contingent consideration that can be earned during the years ending December 31, 2017 and December 31, 2018 for each year dependent on the achievement of financial targets as defined by the agreement with no cap. For the year ended December 31, 2017, the former owners of Bulletin Intelligence earned $2.9 million in relation to the earn out, which was paid in March 2018. On the date of acquisition, the Company entered into a loan agreement with Cision Owner for $7.0 million and recorded a payable to Cision Owner of $7.0 million in the condensed consolidated balance sheet, which was contributed in the quarter ended June 30, 2017. The $1.8 million difference between the fair value of the Class A Units and the amount due to Cision Owner has been recorded as interest expense. The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis. During the nine months ended September 30, 2018, the Company made a measurement period adjustment to the initial purchase price allocation resulting in a goodwill decrease of $2.0 million. The Company completed the purchase price allocation during the three months ended March 31, 2018. (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 million (approximately $6.8 million) paid in cash at closing and up to €1.1 million (approximately $1.2 million) to be paid in cash over the next four years, subject to a working capital adjustment. The Company acquired Argus to deliver enhanced access to French media content, helping its global customer base understand and quantify the impact of their communications and media coverage in France. 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. The following table summarizes the allocation of the purchase price by the Company to the fair value of the assets and liabilities of Argus acquired on June 22, 2017. The amounts related to intangible assets shown below are 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 four to eight years on an accelerated basis. The Company completed the purchase price allocation as of June 30, 2018. (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 During the nine months ended September 30, 2018, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in a decrease in accounts receivable, net of $0.2 million and an increase in accounts payable and accrued liabilities of $1.3 million and an increase in goodwill of $1.5 million. Goodwill is not 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 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 million (approximately $25.9 million) paid in cash at closing, subject to a working capital adjustment. The Company acquired CEDROM to enhance access to media content from print, radio, television, web, and social media to help customers understand and quantify the impact of their communications in Canada and France. 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 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. The Company expects to complete the purchase price allocation on or before December 31, 2018. (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 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States. Total acquisition costs related to the Prime acquisition were $5.4 million of which $2.3 million were incurred during the nine months ended September 30, 2018 and were included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 23, 2018. 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 by the Company to the fair value of the assets and liabilities of Prime. 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 three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before December 31, 2018. (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 million of goodwill is deductible for tax purposes pending any purchase price adjustments. 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. Other 2018 Acquisition During the third quarter of 2018, the Company purchased certain immaterial technology and development assets to expand its products and services offerings, and the results of this acquisition have been included in the consolidated results from the acquisition date. The estimate of fair value for the assets acquired and liabilities assumed was based upon a preliminary calculation and valuation and is subject to change as additional information related to estimates during the measurement period is obtained (up to one year from the acquisition date). The primary areas of those preliminary estimates relate to certain identifiable intangible assets and goodwill. The acquired entities of Bulletin Intelligence, Argus, CEDROM, and Prime together contributed revenue of $32.0 million and $16.6 million for the three months ended September 30, 2018 and 2017, respectively, and $98.2 million and $25.5 million for the nine months ended September 30, 2018 and 2017, respectively. Net income or loss from these acquisitions for the same period is impracticable to determine due to the extent of integration activities. 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 and the other 2018 acquisition as if they had occurred as of January 1, 2017. The pro forma results exclude the other acquisition in 2018 discussed above, as it was deemed not material. The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt. Three months ended September 30, Nine months ended September 30, (in thousands, except per share data) 2018 2017 2018 2017 Revenue $ 177,527 $ 176,252 $ 547,633 $ 531,605 Net loss (5,632 ) (45,654 ) (10,294 ) (91,272 ) Net loss per share - basic and diluted (0.04 ) (0.38 ) (0.08 ) (1.52 ) |