Acquisitions

9 Months Ended

Sep. 30, 2021

In July 2021, the Company acquired e-bot7, a Conversational AI company based in Germany for a purchase price of $53.1 million. This acquisition will be a part of the Company's Business segment. This transaction was accounted for as a business combination. The purchase price consisted of approximately $24.3 million in cash, $20.0 million in shares of common stock of the Company, and potential earn-out consideration of up to $8.8 million in common stock of the Company, which is based on achieving certain objectives and milestones and is included as part of the purchase price. The current fair value of the earn-out is $6.0 million. Also as part of the transaction, there is a potential earn-out consideration of up to $4.4 million payable in common stock of the Company that is being treated as compensation expense over the next two years. The Company incurred $1.2 million in acquisition costs for this transaction that were expensed in the nine months ended September 30, 2021,

and are included in the General and administrative expense in the accompanying condensed consolidated statements of operations.

The purchase price allocation resulted in approximately $45.1 million of goodwill and $7.7 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. The financial results of the acquisition of e-bot7 were considered immaterial for purposes of unaudited pro forma financial disclosures.

The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date:


	e-bot7 Acquisition
	(In thousands)
Cash	$	1,325
Other current assets	706
Intangible assets	7,714
Goodwill	45,145
Other assets	221
Assets acquired	55,111
Current liabilities assumed	1,055
Long-term liabilities assumed	3,063
Deferred tax liabilities, non-current	315
Net assets acquired	$	50,678

Other current assets acquired in connection with the acquisition consisted primarily of accounts receivable and other short term assets. Current liabilities assumed in connection with the acquisition consisted primarily of accounts payable and other short term liabilities. Long-term liabilities assumed in connection with the acquisition consisted of the long-term portion of deferred revenue, other long-term liabilities, and long-term debt, which was paid in full subsequent to the acquisition date.

The following is the breakout of the intangible assets acquired:


Amortizing intangible assets:	Fair Value		Useful life
	(In thousands)
Trademark	$	1,543	5 years
Technology	3,560		5 years
Customer Relationships	2,611		10 years
Total	$	7,714