The Company completed the following acquisitions during the year ended December 31, 2021, paying the purchase price in cash in each transaction: (a) an asset purchase of DailyOM, acquired on April 30, 2021, a California-based provider of health and wellness digital media, content and learning business; (b) a share purchase of SEOmoz, acquired on June 4, 2021, a Seattle-based provider of search engine optimization (“SEO”) solutions; (c) an asset purchase of Solutelia, LLC, acquired on July 15, 2021, a Colorado-based on-demand wireless telecommunications network monitoring and analysis, testing and optimization software business and related wireless telecommunications engineering services business; (d) a stock purchase of Arthur L. Davis Publishing, acquired on September 23, 2021, an Iowa-based digital nursing publication; (e) a stock purchase of Root Wireless, Inc. acquired on December 13, 2021, a Washington-based mobile analytics firm; and (f) four immaterial Digital Media acquisitions.

The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2021, reflect the results of operations of all 2021 acquisitions. For the year ended December 31, 2021, these acquisitions contributed $39.9 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $160.4 million, net of cash acquired and assumed liabilities and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid.


Assets and Liabilities	Valuation
Accounts receivable	$	9,513
Prepaid expenses and other current assets		1,655
Property and equipment		2,188
Operating lease right-of-use assets, noncurrent		5,888
Trade names		16,349
Customer relationship		21,945
Goodwill		97,032

Other intangibles		38,894
Other long-term assets		62
Deferred tax asset		230
Accounts payable and accrued expenses		(5,863)

Deferred revenue		(9,491)
Operating lease liabilities, current		(7,191)

Other current liabilities		(14)



Deferred tax liability		(9,237)
Other long-term liabilities		(1,511)
Total	$	160,449

During the year ended December 31, 2021, the purchase price accounting has been finalized for the following 2020 acquisitions: RetailMeNot, Inc., Inspired eLearning, The Aberdeen Group, LLC and The Big Willow, Inc., and other immaterial Digital Media and Cybersecurity and Martech acquired businesses. The initial accounting for all the 2021 acquisitions is incomplete due to timing of available information and is subject to change. The Company has recorded provisional amounts which may be based upon past acquisitions with similar attributes for certain intangible assets (including trade names, software and customer relationships), preliminary acquisition date working capital and related tax items.

During the year ended December 31, 2021, the Company recorded adjustments to the initial working capital and to the purchase accounting due to the finalization of prior period acquisitions in the Digital Media business, which resulted in a net decrease in goodwill of $1.4 million. In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting due to the finalization of prior period acquisitions in the Cybersecurity and Martech businesses which resulted in a net increase in goodwill of $0.5 million (see Note 9 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact on the amortization expense within the Consolidated Statements of Operations for the year ended December 31, 2021.

The fair value of the assets acquired includes accounts receivable of $9.5 million. The gross amount due under contracts is $9.9 million, of which $0.4 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with these acquisitions during the year ended December 31, 2021 is $97.0 million, of which $42.1 million is expected to be deductible for income tax purposes.

The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of income in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2020. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.

On June 4, 2021, the Company acquired all the outstanding issued capital of SEOmoz at a purchase consideration of $67.0 million, net of cash acquired and assumed liabilities. SEOmoz is a provider of search engine optimization (“SEO”) solutions. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2021, reflect the results of operations of SEOmoz. For the year ended December 31, 2021, SEOmoz contributed $25.6 million to the Company’s revenues. Net income from continuing operations contributed by SEOmoz since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

The following table summarizes the allocation of the purchase consideration for the SEOmoz acquisition (in thousands):


Assets and Liabilities	Valuation

Accounts receivable	$	3,278
Prepaid expenses and other current assets		1,547
Property and equipment		1,845
Operating lease right of use asset		5,888
Trade names		7,406
Customer relationships		5,000
Goodwill		41,329

Other intangibles		22,777
Other long-term assets		62

Accounts payables and accrued expenses		(2,655)
Other current liabilities		(14)
Deferred revenue		(6,398)

Operating lease liabilities, current		(7,191)



Deferred tax liability		(5,327)
Other long-term liabilities		(550)
Total	$	66,997

The fair value of the assets acquired includes accounts receivable of $3.3 million. The gross amount due under contracts is $3.6 million, of which $0.3 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with this acquisition during the year ended December 31, 2021 is $41.3 million of which zero is expected to be deductible for income tax purposes.

The Company completed the following acquisitions during the year ended December 31, 2020, paying the purchase price in cash in each transaction: (a) a share purchase of the entire issued capital of RetailMeNot, Inc. acquired on October 28, 2020, a Texas-based provider of marketing solutions; (b) a share purchase of the entire issued capital of Inspired eLearning, LLC, acquired on November 2, 2020, a Texas-based platform for cybersecurity awareness and compliance training; (c) a share purchase of the entire issued capital of The Aberdeen Group, LLC and The Big Willow, Inc., acquired on November 20, 2020, a Massachusetts-based provider in digital marketing solutions; and (d) other immaterial acquisitions of email marketing, security and digital media businesses.

The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2020, reflect the results of operations of all 2020 acquisitions. For the year ended December 31, 2020, these acquisitions contributed $54.6 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $472.8 million, net of cash acquired and assumed liabilities and subject to certain post-closing adjustments which may increase or decrease the final consideration paid.


Assets and Liabilities	Valuation

Accounts receivable	$	46,138
Prepaid expenses and other current assets		9,105
Property and equipment		2,204
Operating lease right of use asset		10,644
Trade names		66,763
Customer relationships		214,347
Goodwill		202,901

Other intangibles		56,424
Other long-term assets		685
Deferred tax asset		992
Accounts payables and accrued expenses		(28,979)

Deferred revenue		(21,918)

Operating lease liabilities, current		(4,520)
Long-term debt		(910)
Operating lease liabilities, noncurrent		(13,104)
Income taxes payable		(3,297)
Liability for uncertain tax positions		(1,576)
Deferred tax liability		(53,870)
Other long-term liabilities		(9,269)
Total	$	472,760

During the year ended December 31, 2020, the Company recorded adjustments to prior period acquisitions due to changes in the initial working capital and related purchase accounting within the Cybersecurity and Martech businesses, which resulted in a net decrease in goodwill of $2.1 million. In addition, the Company recorded adjustments to prior period acquisitions due to changes in the initial working capital and related purchase accounting within the Digital Media business, which resulted in a net increase in goodwill of $9.7 million (see Note 9 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact to amortization expense within the Consolidated Statements of Operations for the year ended December 31, 2020.

The fair value of the assets acquired includes accounts receivable of $46.1 million. The gross amount due under contracts is $53.0 million, of which $6.9 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with these acquisitions during the year ended December 31, 2020 is $202.9 million, of which $55.0 million is expected to be deductible for income tax purposes.

The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2019 and do not take into consideration the exiting of any acquired lines of business. The Company acquired a line of business, through the RetailMeNot, Inc. acquisition which was in the process of being exited prior to the acquisition. This line of business accounts for $0.1 million and $28.2 million of revenue in 2020 and 2019, respectively, which is included in the pro forma results below. In addition, during 2020, the Company sold certain Voice assets in Australia and New Zealand. This divestiture represented $8.4 million and $13.9 million of revenue during the 2020 and 2019 fiscal years, respectively. This unaudited pro forma supplemental information includes incremental intangible asset amortization, income tax expense, and interest income as a result of the acquisitions, net of the related tax effects.

RetailMeNot, Inc. (“RMN”) is a leading savings destination that influences purchase decisions through the power of savings and coupons. The multinational company operates digital savings websites and mobile applications connecting consumers, both online and in-store, to retailers that advertise with RMN. The acquisition of RMN is expected to further increase retail sales generated by the Company and is believed to, when combined with the Company’s current commerce business and leveraging its editorial strengths, will drive even greater scale and margin expansion.

The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2020, reflect the results of operations of RetailMeNot, Inc. For the year ended December 31, 2020, RetailMeNot, Inc. contributed $47.6 million to the Company’s revenues. Net income from continuing operations contributed by RetailMeNot, Inc. since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

The following table summarizes the allocation of the purchase consideration for the RetailMeNot, Inc. acquisition (in thousands):


Assets and Liabilities	Valuation

Accounts receivable	$	40,525
Prepaid expenses and other current assets		7,367
Property and equipment		587
Operating lease right of use asset		10,313
Trade names		62,940
Customer relationships		198,840
Goodwill		169,581

Other intangibles		42,610
Other long-term assets		494
Deferred tax asset		605
Accounts payables and accrued expenses		(24,526)

Deferred revenue		(11,175)

Operating lease liabilities, current		(4,029)
Operating lease liabilities, noncurrent		(13,085)
Income taxes payable		(3,308)
Liability for uncertain tax positions		(1,576)
Deferred tax liability		(52,504)
Other long-term liabilities		(9,275)
Total	$	414,384

The fair value of the assets acquired includes accounts receivable of $40.5 million. The gross amount due under contracts is $47.2 million, of which $6.7 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with this acquisition during the year ended December 31, 2020 is $169.6 million, of which $36.6 million is expected to be deductible for income tax purposes.

The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2019 and do not take into consideration the exiting of any acquired lines of business. The Company acquired a line of business, through the RetailMeNot, Inc. acquisition which was in the process of being exited prior to the acquisition. This line of business accounts for $0.1 million and $28.2 million of revenue in 2020 and 2019, respectively, which is included in the pro forma results below. In addition, during 2020, the Company sold certain Voice assets in Australia and New Zealand. This divestiture represented $8.4 million and $13.9 million of revenue during the 2020 and 2019 fiscal years, respectively. This unaudited pro forma supplemental information includes incremental intangible asset amortization, income tax expense, and interest income as a result of the acquisitions, net of the related tax effects.

The Company completed the following acquisitions during the year ended December 31, 2019, paying the purchase price with a combination of cash and note payable: (a) an asset purchase of iContact, LLC, acquired on January 22, 2019, a North Carolina-based provider of email marketing solutions; (b) a share purchase of the entire issued capital of Safe Send AS, acquired on March 29, 2019, a Norwegian-based provider of email security solutions; (c) a share purchase of the entire issued capital of Highwinds Capital, Inc. and Cloak Holdings, LLC, acquired on April 2, 2019, a Texas-based provider in solutions for virtual private network (“VPN”) services; (d) an asset purchase of OffsiteDataSync, Inc., acquired on July 1, 2019, a New York-based provider in backup and disaster recovery solutions; (e) an asset and a share purchase of the entire issued capital of BabyCenter LLC, acquired on August 19, 2019, a California-based provider in digital parenting and pregnancy resources; (f) a share purchase of the entire issued capital of Spiceworks, Inc., acquired on August 21, 2019, a Texas-based provider in digital media advertising solutions; and (g) other immaterial acquisitions of online data backup, consumer privacy and protection, and digital media businesses.

The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2019, reflect the results of operations of all 2019 acquisitions. For the year ended December 31, 2019, these acquisitions contributed $126.3 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $429.5 million, net of cash acquired and assumed liabilities and subject to certain post-closing adjustments which may increase or decrease the final consideration paid.


Assets and Liabilities	Valuation


Accounts receivable	$	22,796
Prepaid expenses and other current assets		4,528
Property and equipment		4,625
Operating lease right of use asset		4,982
Trade names		10,773
Customer relationships		123,611
Goodwill		253,096
Trademarks		32,540
Other intangibles		48,446
Other long-term assets		660

Accounts payables and accrued expenses		(31,292)
Other current liabilities		(516)
Deferred revenue		(27,953)

Operating lease liabilities, current		(1,768)
Operating lease liabilities, noncurrent		(3,215)
Income taxes payable		(762)
Liability for uncertain tax positions		(170)
Deferred tax liability		(10,229)
Other long-term liabilities		(635)
Total	$	429,517

During the year ended December 31, 2019, the Company recorded adjustments to prior period acquisitions due to the finalization of the purchase accounting in the Cybersecurity and Martech business which resulted in a net increase in goodwill of $0.2 million. In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting due to the finalization of prior period acquisitions in the Digital Media business, which resulted in a net decrease in goodwill of $0.9 million (see Note 9 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact to amortization expense within the Consolidated Statement of Operations for the year ended December 31, 2019.

The fair value of the assets acquired includes accounts receivable of $22.8 million. The gross amount due under contracts is $23.7 million, of which $0.9 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with these acquisitions during the year ended December 31, 2019 is $253.1 million, of which $95.1 million is expected to be deductible for income tax purposes.

On April 2, 2019, the Company acquired all the outstanding issued capital of Highwinds Capital, Inc. and Cloak Holdings, LLC (“Highwinds”) at a purchase consideration of $209.6 million, net of cash acquired and assumed liabilities. Highwinds is a Texas-based provider in solutions of VPN services. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2019, reflect the results of operations of Highwinds. For the year ended December 31, 2019, Highwinds contributed $53.0 million to the Company’s revenues. Net income from continuing operations contributed by Highwinds since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

The following table summarizes the allocation of the purchase consideration for the Highwinds acquisition (in thousands):


Assets and Liabilities	Valuation


Accounts receivable	$	900
Prepaid expenses and other current assets		38

Property and equipment		307



Customer relationships		55,260
Other intangibles		13,110

Trademarks		24,740
Acquired technology		6,678

Other long-term assets		16
Goodwill		164,102
Accounts payable and accrued expenses		(19,506)

Deferred revenue		(18,321)





Liability for uncertain tax positions		(170)
Deferred tax liability		(17,552)

Total	$	209,602

The fair value of the assets acquired includes accounts receivable of $0.9 million. The gross amount due under contracts is $1.0 million, of which $0.1 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with this acquisition during the year ended December 31, 2019 is $164.1 million, of which $15.2 million is expected to be deductible for income tax purposes.

On April 19, 2019, the Company acquired all the outstanding issued capital of BabyCenter LLC. (“BabyCenter”) at a purchase consideration of $71.5 million, net of cash acquired and assumed liabilities. BabyCenter is a California-based provider in digital parenting and pregnancy resources. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2019, reflect the results of operations of Baby Center. For the year ended December 31, 2019, BabyCenter contributed $19.2 million to the Company’s revenues. Net income from continuing operations contributed by BabyCenter since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

The following table summarizes the allocation of the purchase consideration for the BabyCenter acquisition (in thousands):


Assets and Liabilities	Valuation

Accounts receivable	$	10,336
Prepaid expenses and other current assets		2,302

Property and equipment		262
Operating lease right-of-use assets, noncurrent		821


Customer relationships		14,500
Other intangibles		10,800

Trademarks		7,800


Other long-term assets		110
Goodwill		34,644
Accounts payable and accrued expenses		(8,627)
Income taxes payable		(61)
Deferred revenue		(544)
Operating lease liabilities, current		(511)



Operating lease liabilities, noncurrent		(310)



Total	$	71,522

The fair value of the assets acquired includes accounts receivable of $10.3 million. The gross amount due under contracts is $10.5 million, of which $0.2 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with this acquisition during the year ended December 31, 2019 is $34.6 million, of which $34.6 million is expected to be deductible for income tax purposes.

On August 21, 2019, the Company acquired all the outstanding issued capital of Spiceworks, Inc. (“Spiceworks”) at a purchase consideration of $60.8 million, net of cash acquired and assumed liabilities. Spiceworks is a Texas-based provider of digital media advertising solutions. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2019, reflect the results of operations of Spiceworks. For the year ended December 31, 2019, Spiceworks contributed $23.0 million to the Company’s revenues. Net income from continuing operations contributed by Spiceworks since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

The following table summarizes the allocation of the purchase consideration for the Spiceworks acquisition (in thousands):


Assets and Liabilities	Valuation

Accounts receivable	$	10,406
Prepaid expenses and other current assets		1,986

Property and equipment		2,388
Operating lease right-of-use assets, noncurrent		4,161
Trade names		5,200

Customer relationships		27,200
Other intangibles		2,600
Non-competition agreements		680

Acquired technology		2,700
Deferred tax asset		8,752
Other long-term assets		504
Goodwill		4,149
Accounts payable and accrued expenses		(2,214)
Income taxes payable		(164)
Deferred revenue		(3,344)
Operating lease liabilities, current		(1,256)



Operating lease liabilities, noncurrent		(2,905)



Total	$	60,843

The fair value of the assets acquired includes accounts receivable of $10.4 million. The gross amount due under contracts is $10.8 million, of which $0.4 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized in connection with this acquisition during the year ended December 31, 2019 is $4.1 million, of which zero is expected to be deductible for income tax purposes.