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Business Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Allocation of Aggregate Purchase Consideration | The following table summarizes the allocation of the preliminary purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands):
Assets and Liabilities | Valuation
Accounts receivable | $ | 7,433 |
Prepaid expenses and other current assets | 4,915 |
Property and equipment | 369 |
Operating lease right-of-use assets, noncurrent | 545 |
Trade names | 12,839 |
Customer relationships | 20,040 |
Goodwill | 95,737 |
Other intangibles | 18,166 |
Other long-term assets | 11 |
Accounts payable and accrued expenses | (6,221) |
Deferred revenue | (21,474) |
Deferred tax liability | (10,140) |
Other long-term liabilities | (516) |
Total | $ | 121,704 |
The following table summarizes the allocation of the purchase consideration for all 2021 acquisitions as of December 31, 2021, including individually material acquisitions noted separately (in thousands):
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 relationships | 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 |
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 following table summarizes the allocation of the purchase consideration for all 2020 acquisitions, including individually material acquisitions noted separately (in thousands):
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 |
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 |
Supplementary Information on Unaudited Pro Forma Financial Basis | 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):
| Year ended December 31,
| 2022 |  | 2021
| (unaudited)
Revenues | $ | 1,407,300 |  |  | $ | 1,461,178 |
Net income from continuing operations | $ | 64,877 |  |  | $ | 398,201 |
Income per common share from continuing operations - Basic | $ | 1.38 |  |  | $ | 8.67 |
Income per common share from continuing operations - Diluted | $ | 1.38 |  |  | $ | 8.31 |
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2021 acquisitions as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):
| Year ended December 31,
| 2021 |  | 2020
| (unaudited)
Revenues | $ | 1,482,323 |  |  | $ | 1,267,280 |
Net income from continuing operations | $ | 416,348 |  |  | $ | 33,351 |
Income per common share from continuing operations - Basic | $ | 9.06 |  |  | $ | 0.72 |
Income per common share from continuing operations - Diluted | $ | 8.69 |  |  | $ | 0.71 |
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):
| Year ended December 31,
| 2021 |  | 2020
| (unaudited)
Revenues | $ | 1,438,099 |  |  | $ | 1,207,910 |
Net income from continuing operations | $ | 406,281 |  |  | $ | 29,382 |
Income per common share from continuing operations - Basic | $ | 8.84 |  |  | $ | 0.63 |
Income per common share from continuing operations - Diluted | $ | 8.48 |  |  | $ | 0.62 |
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2020 acquisitions as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):
| Year ended
| December 31, 2020 |  |
| (unaudited)
Revenues | $ | 1,339,927 |  |  |
Net income from continuing operations | $ | 21,450 |  |  |
Income per common share from continuing operations - Basic | $ | 0.46 |  |  |
Income per common share from continuing operations - Diluted | $ | 0.45 |  |  |
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and RetailMeNot, Inc. as if the acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):
| Year ended
| December 31, 2020 |  |
| (unaudited)
Revenues | $ | 1,308,731 |  |  |
Net income from continuing operations | $ | 23,395 |  |  |
Income per common share from continuing operations - Basic | $ | 0.50 |  |  |
Income per common share from continuing operations - Diluted | $ | 0.49 |  |  |
Contractual Obligation, Fiscal Year Maturity | As of December 31, 2022, future payments associated with long-term contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands):
2023 | $ | 19,208 |
2024 | 7,359 |
| $ | 26,567 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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