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Acquisitions and Divestitures | 12 Months Ended
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Dec. 31, 2020
Mergers, Acquisitions And Dispositions Disclosures [Abstract] |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions Year Ended December 31, 2019 On October 1, 2019, the Company acquired 100% of the outstanding membership interests of TOPO Research LLC (“TOPO”), a privately-held company based in Redwood City, California, for $25.0 million. TOPO is a subscription-based research and advisory business. The acquisition of TOPO expanded our market presence, product offerings and other business opportunities. For cash flow reporting purposes, the Company paid $23.7 million in cash for TOPO after considering the cash acquired with the business and certain other purchase price adjustments at closing. In addition to the purchase price, the Company may also be required to pay up to $6.5 million in cash in the future based on the continuing employment of certain key employees. Such amount is recognized as compensation expense over two years and reported in Acquisition and integration charges in the Consolidated Statements of Operations. The table below summarizes the allocation of the aggregate purchase price for the TOPO acquisition based on the fair value of the assets acquired and liabilities assumed (in thousands).
Assets: |  |
Cash |  | $ | 1,281 |
Fees receivable |  | 1,402 |
Prepaid expenses and other assets |  | 166 |
Goodwill (1) |  | 19,293 |
Finite-lived intangible assets (2) |  | 5,250 |
Total assets acquired |  | 27,392 |
Total liabilities assumed (primarily deferred revenues) |  | 2,417 |
Net assets acquired |  | $ | 24,975 |
(1)We believe that the recorded goodwill is supported by the anticipated synergies resulting from the acquisition. All of the recorded goodwill is expected to be deductible for tax purposes. (2)The acquired finite-lived intangible assets primarily consisted of customer relationships and content, which are being amortized over 6 years and 1.5 years, respectively. To determine the fair values of the acquired intangible assets, we primarily relied on income valuation methodologies, in particular, discounted cash flow models. The operating results of the acquired TOPO business and the related goodwill are being reported as part of the Company’s Research and Conferences segments. T he operating results of TOPO have been included in the Company’s Consolidated Financial Statements since the date of acquisition; however, such operating results were not material to the Company’s consolidated operating results and segment results. Had the Company acquired TOPO in prior periods, the impact on the Company’s operating results would not have been material and, as a result, pro forma financial information for prior periods has not been presented herein. During 2019, the Company also paid $2.3 million of restricted cash for deferred consideration from a 2017 acquisition. Year Ended December 31, 2018 Although the Company did not complete any business acquisitions during 2018, it paid $15.9 million of restricted cash during that year for deferred consideration from a 2017 acquisition. Acquisition and Integration Charges The Company recognized $6.3 million, $9.5 million and $107.2 million of Acquisition and integration charges during 2020, 2019 and 2018, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from our acquisitions and include, among other items, professional fees, severance and stock-based compensation charges. During 2018, the charges included $58.3 million of exit costs for certain acquisition-related office space in Arlington, Virginia that the Company did not occupy. Divestitures During 2018, the Company completed the divestitures of all three of the non-core businesses comprising its Other segment, all of which were acquired in the CEB acquisition from 2017. Revenue from those divested operations was approximately $97.3 million 2018, while the gross contribution was $60.5 million. The Company used the cash proceeds from these divestitures to pay down debt. Additional information regarding the Other segment divestitures is provided below. CEB Challenger training business On August 31, 2018, the Company sold its CEB Challenger training business for $119.1 million and realized approximately $116.0 million in cash, which was net of working capital adjustments and certain closing costs. The Company recorded a pretax gain on the sale of approximately $8.3 million. CEB Workforce Survey and Analytics business On May 1, 2018, the Company sold its CEB Workforce Survey and Analytics business for $28.0 million and realized approximately $26.4 million in cash, which was net of certain closing costs. The Company recorded a pretax gain on the sale of approximately $8.8 million. CEB Talent Assessment business On April 3, 2018, the Company sold its CEB Talent Assessment business for $403.0 million and realized approximately $375.8 million in cash from the sale, which was net of cash transferred with the business and certain closing costs. The Company recorded a pretax gain of approximately $15.5 million on the sale. Other asset sales During 2018, the Company also received $8.6 million in cash proceeds as well as other consideration and recorded a net pretax gain of approximately $12.8 million from the sale of certain non-core assets originally acquired in the CEB transaction. These amounts include the sale of a small Research segment product called Metrics That Matter on October 31, 2018.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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