The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel.

The Company completed the following acquisitions during the six months ended June 30, 2022, paying the purchase price in cash in each transaction: (a) a share purchase of Lifecycle Marketing Group Limited, acquired on January 21, 2022, a United Kingdom-based portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy, reported within our Digital Media segment; (b) a share purchase of FitNow, Inc, acquired on June 2, 2022, a Massachusetts-based provider of weight loss products and support, reported within our Digital Media segment; and (c) two immaterial Digital Media acquisitions.

The Condensed Consolidated Statement of Operations since the date of each acquisition and the Condensed Consolidated Balance Sheets as of June 30, 2022, reflect the results of operations of all 2022 acquisitions. For the six months ended June 30, 2022, these acquisitions contributed $7.4 million to the Company’s revenues. Net income 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 $107.1 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	2022 Acquisitions
Accounts receivable	$	6,703
Prepaid expenses and other current assets		897
Property and equipment		370

Trade names		11,902
Customer relationship		22,170
Goodwill		81,725

Other intangibles		16,830
Other long-term assets		11

Accounts payable and accrued expenses		(3,383)

Deferred revenue		(19,274)






Deferred tax liability		(10,485)
Other long-term liabilities		(326)

Total	$	107,140

The initial accounting for all of the 2022 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.

The fair value of the assets acquired includes accounts receivable of $6.7 million, of which none 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 six months ended June 30, 2022 was $81.7 million, of which $1.2 million is expected to be deductible for income tax purposes.

During the six months ended June 30, 2022, the purchase price accounting has been finalized for the following 2021 acquisitions: DailyOM and SEOmoz. During the six months ended June 30, 2022, the Company also recorded adjustments to the initial working capital and to the purchase accounting of certain other prior period acquisitions due to the finalization of prior period acquisitions in the Digital Media business, which resulted in a net increase in goodwill of $1.8 million. In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions due to the finalization of prior period acquisitions in the Cybersecurity and Martech businesses which resulted in a net decrease in goodwill of $0.1 million. Such adjustments had an immaterial impact on the amortization expense within the Condensed Consolidated Statement of Operations for the six months ended June 30, 2022. Refer to Note 7 - Goodwill and Intangible Assets for additional information.

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, 2021. 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.

The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues	$	343,275	$	353,283	$	668,309	$	676,929
Net (loss) income from continuing operations	$	(46,300)	$	(22,941)	$	(21,543)	$	15,778
(Loss) income per common share from continuing operations - Basic	$	(0.99)	$	(0.51)	$	(0.46)	$	0.35
(Loss) income per common share from continuing operations - Diluted	$	(0.99)	$	(0.51)	$	(0.46)	$	0.33

The Company completed the following acquisitions during the six months ended June 30, 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 solutions; and (c) one immaterial Digital Media acquisition.

The Condensed Consolidated Statement of Operations since the date of each acquisition and balance sheet as of June 30, 2021, reflect the results of operations of all 2021 acquisitions. For the six months ended June 30, 2021, these acquisitions contributed $5.8 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 $91.0 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	$	3,278
Prepaid expenses and other current assets		2,512
Property and equipment		1,838
Operating lease right-of-use assets, noncurrent		5,888
Trade names		10,007
Customer relationship		5,000
Goodwill		55,439

Other intangibles		29,237
Other long-term assets		62
Deferred tax asset		231
Accounts payable and accrued expenses		(2,656)

Deferred revenue		(7,048)
Operating lease liabilities, current		(7,191)

Other current liabilities		(14)



Deferred tax liability		(4,122)
Other long-term liabilities		(1,491)
Total	$	90,970

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.

The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its acquisitions during the three months and six months ended as June 30, 2021 as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021

	(unaudited)		(unaudited)
Revenues	$	351,172	$	680,194
Net (loss) income from continuing operations	$	(22,156)	$	19,456
(Loss) income per common share from continuing operations - Basic	$	(0.50)	$	0.44
(Loss) income per common share from continuing operations - Diluted	$	(0.50)	$	0.41

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 both of the three and six months ended June 30, 2021, SEOmoz contributed

$3.3 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		2,512
Property and equipment		1,838
Operating lease right of use asset		5,888
Trade names		7,200
Customer relationships		5,000
Goodwill		41,192

Other intangibles		21,607
Other long-term assets		62
Intercompany		235
Accounts payables and accrued expenses		(2,656)
Other current liabilities		(14)
Deferred revenue		(7,048)

Operating lease liabilities, current		(7,191)



Deferred tax liability		(4,122)
Other long-term liabilities		(785)
Total	$	66,996

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 $41.2 million of which zero 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, 2020. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the SEOmoz acquisition, net of the related tax effects.

The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SEOmoz as if the acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):