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Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions
Acquisitions
AdvantageTec Inc.
In October 2018, the Company entered into a stock purchase agreement to acquire the outstanding equity interest of AdvantageTec Inc. (“AdvantageTec”), a leading provider of texting solutions for service departments of automotive dealerships that helps enable the conversational experience across the entire dealership, including both front end/variable operations (new and used vehicle sales) and back end/fixed operations (parts and services). The purchase agreement was for total consideration of approximately $11.2 million, which includes approximately $6.0 million in cash, approximately $4.3 million in shares of common stock, and approximately $0.9 million of potential earn-out consideration in cash and shares of common stock. The earn-out is contingent upon achieving certain targeted financial, strategic and integration objectives and milestones and is included as part of the purchase price. During the year, the Company assessed this earn-out and recorded a $0.2 million fair value re-measurement adjustment, which was recorded in loss from operations as an increase in general and administrative expenses. In 2019, the Company made $0.5 million of payments in earn-out consideration, with potential future earn-out payments of $0.4 million.
The purchase price allocation resulted in approximately $9.1 million of goodwill and approximately $2.2 million of intangible assets. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded.
    AdvantageTec Inc. enhances the Company’s messaging platform available for the automotive industry and is included in the Company's business segment.




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 aggregate estimated purchase price of $5.7 million. The estimated purchase price consisted of $1.3 million in cash, approximately $2.9 million in shares of common stock of the Company, and a potential earn-out consideration of $1.5 million in cash, which is based on achieving certain targeted financial, strategic, and integration objectives and milestones and is included as part of the purchase price. In 2019 the Company assessed this earn-out and recorded a $0.5 million fair value re-measurement adjustment, which was recorded in loss from operations as a decrease in general and administrative expenses. 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 purchase price allocation resulted in approximately $5.5 million of goodwill and approximately $0.5 million of intangible assets. The goodwill will be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The allocation of the purchase price to net book value of acquired assets and liabilities resulted in a net liability $0.3 million, which includes accounts receivable, property and equipment, accrued expenses, and deferred revenue.
Conversable Inc.’s capabilities will accelerate the ongoing expansion of the Company’s Conversational Space 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. Conversable, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.
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 $0.2 million is included in intangibles on the Company’s consolidated balance sheet. With the team’s expertise and knowledge of LiveEngage platform, the team is bringing valuable insight for the Company’s customers and partners, and enabling the Company to more rapidly optimize its bot deployment capabilities, and grow the ecosystem. BotCentral, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.