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Accrued Expenses and Other Current Liabilities
9 Months Ended
Sep. 30, 2018
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
The following table presents the detail of accrued expenses and other current liabilities for the periods presented (amounts in thousands):
 
September 30,
2018
 
December 31,
2017
Payroll and other employee related costs
$
16,942

 
$
16,431

Professional services and consulting and other vendor fees
12,688

 
15,674

Unrecognized tax benefits
2,332

 
4,924

Sales commissions
5,719

 
5,259

Contingent earn-out (see Note 8)
1,800

 

Restructuring (see Note 12)
1,249

 
2,338

Other
394

 
3,385

Total
$
41,124

 
$
48,011



8.
Acquisitions
Conversable, Inc.
In September 2018, the Company acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform, headquartered in Austin, Texas, for an aggregated estimated purchase price of $6.6 million. The estimated purchase price consisted of $1.2 million in cash, approximately $3.0 million in shares of common stock of the Company, a potential earn-out consideration of $1.8 million in cash and $0.3 million of common stock of the Company, and $0.3 million of deferred revenue. This transaction was accounted for under the purchase method of accounting and was based upon the estimated fair value of Conversable, Inc.'s net tangible and identifiable intangible assets as of the date of acquisition.
The preliminary purchase price allocation resulted in approximately $5.0 million of goodwill and approximately $1.6 million of intangible assets. The goodwill will be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. There is a potential earn-out consideration payment to Conversable Inc.'s shareholders for $2.1 million, which is based on achieving certain targeted financial, strategic, and integration objectives. There is another $0.6 million potential earn-out consideration payment to Conversable Inc.'s employees, which is considered compensation and is being expensed over 12 months. Conversable Inc.’s capabilities will accelerate the ongoing expansion of the Company's conversational commerce solutions and enhance the Company’s ability to deliver proactive and personalized content and services when and where the customer needs it, helping consumers find immediate service through messaging.
The Company is in the process of finalizing all fair value and asset purchase accounting adjustments. The effect of this acquisition is included in the Company's results from September 27, 2018 to September 30, 2018 and is not material, thus no pro-forma disclosure is provided.
BotCentral, Inc.
In January 2018, the Company acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup, for an approximate purchase price of $1.0 million in common stock of the Company. The Company incurred an additional $0.2 million related to acquisition costs. This transaction was accounted for as an asset purchase. The aggregate amount of approximately $1.2 million is included in "Intangibles, net" on the Company's September 30, 2018 condensed consolidated balance sheet. While an active participant in the LiveEngage for Bots partner program, the BotCentral team created a number of bot solutions for major brands in banking, insurance, and travel, running on LivePerson's conversational platform. With the team's expertise and knowledge of the LiveEngage platform, the team is bringing valuable insight for LivePerson's customers and partners, and enabling the company to more rapidly optimize its bot deployment capabilities, and grow the ecosystem.