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Acquisitions
6 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions

7. Acquisitions

Acquisition of AmOne Corp.

On October 1, 2018, the Company completed the purchase of AmOne, an online performance marketing company in the financial services client vertical, to broaden its publisher and customer relationships. In exchange for all outstanding shares of AmOne, the Company paid $23.0 million in cash upon closing (including $2.7 million cash for net assets acquired subject to post-closing adjustments) and will make $8.0 million in post-closing payments, payable in equal semi-annual installments over a two year period, with the first installment being paid six months following the date of closing.

Acquisition of CloudControlMedia, LLC

On April 15, 2019, the Company completed the purchase of CCM, a marketing services company in the education client vertical, to broaden its customer relationships. In exchange for all the outstanding shares of CCM, the Company paid $8.3 million in cash upon closing (including $0.8 million cash for net assets acquired subject to post-closing adjustments) and will make a series of future payments following the acquisition date. The $7.5 million post-closing payments are payable in cash in equal semi-annual installments over a four year period, with the first installment paid six months following the date of closing. The contingent consideration is payable for five years following the date of closing and is calculated every June 30 and December 31 for the preceding six months.

Acquisition of MyBankTracker.com, LLC

On May 14, 2019, the Company completed the purchase of MBT, a leading personal finance website to broaden its customer relationships. In exchange for all the outstanding shares of MBT, the Company paid $4.5 million in cash upon closing (including $1.5 million cash for net assets acquired) and will make a series of future payments following the acquisition date. The $4.0 million post-closing payments are payable in cash in equal semi-annual installments over a two year period, with the first installment payable twelve months following the date of closing. The contingent consideration is calculated semi-annually for the preceding six months beginning on December 31, 2019 and ending on June 30, 2023.

The following table summarizes the consideration for each acquisition as of the acquisition dates (in thousands):

 

 

 

AmOne

 

 

CCM

 

 

MBT

 

Cash

 

$

23,032

 

 

$

8,281

 

 

$

4,511

 

Post-closing adjustments for net assets acquired

 

 

138

 

 

 

(72

)

 

 

 

Post-closing payments, net of imputed interest (1)

 

 

7,514

 

 

 

6,671

 

 

 

3,708

 

Contingent consideration

 

 

 

 

 

3,553

 

 

 

1,505

 

Total

 

$

30,684

 

 

$

18,433

 

 

$

9,724

 

 

(1)

The post-closing payment is net of imputed interest of $486 thousand for AmOne, $829 thousand for CCM and $292 thousand for MBT.

The acquisitions were accounted for as business combinations and the results of operations of the acquired businesses have been included in the Company’s results of operations as of the acquisition date. The Company expensed all transaction costs in the period in which they were incurred. The Company allocated the purchase price to identifiable assets acquired based on their estimated fair values. The fair value of the consideration transferred and the assets acquired and liabilities assumed was determined by the Company and in doing so management engaged a third-party valuation specialist to assist with the measurement of the fair value of identifiable intangible assets and obligations related to post-closing payments and contingent consideration. The estimated fair value of the identifiable assets acquired and liabilities assumed in the relevant acquisition was based on management’s best estimates. The fair value of the publisher and advertiser relationships was determined using the multi-period excess earnings income approach or cost approach. The fair value of trade names was determined using the relief-from-royalty method. The fair value of acquired technology was determined using the cost approach. The excess of the purchase price over the aggregate fair value of the identifiable assets acquired was recorded as goodwill and is primarily attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is deductible for tax purposes. The fair value of the contingent consideration was determined using the real options technique. See Note 5, Fair Value Measurements, for additional information regarding the valuation of the contingent consideration.

The following table summarizes the allocation of the purchase price and the estimated useful lives of the identifiable assets acquired as of the date of the acquisition (in thousands):

 

 

 

AmOne

 

 

Estimated

Useful Life

 

CCM

 

 

Estimated

Useful Life

 

MBT

 

 

Estimated

Useful Life

Customer/publisher/advertiser relationships

 

$

21,300

 

 

7 years

 

$

4,500

 

 

3-4 years

 

$

3,400

 

 

3-12 years

Website/trade/domain names

 

 

900

 

 

15 years

 

 

300

 

 

5 years

 

 

1,100

 

 

15 years

Acquired technology and others

 

 

500

 

 

3 years

 

 

 

 

n/a

 

 

 

 

n/a

Net assets

 

 

2,838

 

 

n/a

 

 

2,071

 

 

n/a

 

 

1,671

 

 

n/a

Goodwill

 

 

5,146

 

 

Indefinite

 

 

11,562

 

 

Indefinite

 

 

3,553

 

 

Indefinite

Total

 

$

30,684

 

 

 

 

$

18,433

 

 

 

 

$

9,724

 

 

 

 

The Company is still finalizing the allocation of the purchase price of CCM and MBT to the individual assets acquired. Accordingly, these preliminary estimates are subject to change during the measurement period, which is the period subsequent to the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination, not to exceed one year from the acquisition date. The final purchase price allocation, which may include changes in the allocations within intangible assets and between intangible assets and goodwill, as well as changes in the estimated useful lives of the intangible assets, will be determined when the Company has completed the detailed review of underlying inputs and assumptions used in its preliminary purchase price allocation.

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and the acquired businesses as though these acquisitions occurred as of the beginning of fiscal year 2018. The unaudited pro-forma financial information is presented for illustrative purposes only and do not necessarily reflect what the combined company’s results of operations would have been had the acquisitions occurred as of the beginning of fiscal year 2018, nor is it necessarily indicative of the future results of operations of the combined Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

 

 

December 31, 2018

 

 

December 31, 2018

 

 

 

 

 

 

(In thousands)

 

 

(In thousands)

 

 

Net revenue

 

 

 

$

104,096

 

 

$

223,455

 

 

Net income

 

 

 

 

52,846

 

 

 

59,379

 

 

 

The pro forma financial information for the three and six months ended December 31, 2018 includes the elimination of $20 thousand and $192 thousand of nonrecurring acquisition costs incurred by the Company that are directly related to the acquisition.