In February 2019, the Company entered into an Agreement for the Sale and Purchase of all Outstanding Shares in Usabilla Holding B.V. (the “Usabilla Agreement”) with Usabilla Group B.V. and the other parties thereto. Usabilla Holding B.V. (“Usabilla”) is a voice of customer technology company headquartered in the Netherlands that offers its customers products to help improve their customers’ online experience by generating and processing user feedback via targeted surveys on websites, in mobile apps and by email. The Company expects the acquisition of Usabilla to complement and expand its enterprise-grade product offering. The Company purchased 100% of the outstanding shares of Usabilla when the transaction closed on April 1, 2019 (the “Acquisition Date”).

Pursuant to the Usabilla Agreement, the Company paid approximately $84.3 million for the acquisition of all of the outstanding shares of Usabilla, which consisted of (i) cash consideration of approximately $53.1 million (net of cash acquired of approximately $1.1 million) and (ii) 1,644,413 shares of the Company’s common stock with a fair value of $18.30 per share on the Acquisition Date. Additional consideration of 299,798 shares of the Company’s common stock was issued to certain employees of Usabilla and was not included in the purchase price. This additional consideration will be recognized as post-acquisition compensation expense over the related requisite service period of 3 years.

The acquisition qualified as a business combination and is accounted for accordingly. Usabilla’s results of operations are included in the Company’s condensed consolidated statement of operations since the Acquisition Date. The purchase price allocation as of the Acquisition Date was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available.

The major classes of assets and liabilities to which the Company has preliminarily allocated the purchase price were as follows (in thousands):

Cash and cash equivalents	$	1,058
Accounts receivable, net		1,876
Property and equipment, net		770
Operating lease right-of-use assets		2,268
Intangible assets		15,136
Goodwill		72,077
Accrued compensation		(1,226	)
Deferred revenue		(4,541	)
Operating lease liabilities		(2,268	)
Deferred tax liabilities		(2,323	)
Other assets and liabilities, net		1,461
Total purchase price	$	84,288

The following table sets forth the fair value and useful lives of the identifiable intangible assets acquired:

(in thousands)	Fair Value		Useful Life
Technology	$	11,036	3 years
Customer relationships		2,890	3 years
Trade name		1,210	5 years
Total intangible assets	$	15,136

The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed was allocated to goodwill. Goodwill resulted primarily from the increased synergies that are expected to be achieved from the integration of Usabilla and the value of acquired personnel. Substantially all of the goodwill is expected to result in reductions to future foreign earnings for U.S. tax purposes.

The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the Acquisition Date becomes available, but does not exceed 12 months from the Acquisition Date. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.

As a result of the Usabilla acquisition, the Company has incurred incremental expenses of approximately $1.0 million for investment banker fees and fees to attorneys, accountants and other professional advisors, which are included in general and administrative expenses in the condensed consolidated statements of operation for the six months ended June 30, 2019.

As of June 30, 2019 and December 31, 2018, capitalized internal-use software consisted of the following:

(in thousands)	June 30, 2019			December 31, 2018
Gross capitalized internal-use software	$	117,737		$	109,133
Less: Accumulated amortization		(83,292	)		(75,853	)
Capitalized internal use software, net	$	34,445		$	33,280

Amortization expense related to capitalized internal-use software was $3.7 million and $7.4 million during the three and six months ended June 30, 2019, respectively, and $5.4 million and $11.3 million during the three and six months ended June 30, 2018, respectively, and is included in cost of revenue in the condensed consolidated statements of operations.

As of June 30, 2019 and December 31, 2018, intangible assets, net consisted of the following:

	June 30, 2019							December 31, 2018
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	50,613	$	(43,511	)	$	7,102	$	47,696	$	(42,410	)	$	5,286
Trade name		7,301		(6,003	)		1,298		6,072		(5,796	)		276
Technology		33,211		(20,155	)		13,056		22,007		(18,245	)		3,762
Acquisition intangible assets, net	$	91,125	$	(69,669	)	$	21,456	$	75,775	$	(66,451	)	$	9,324

Amortization expense was $2.2 million and $3.2 million during the three and six months ended June 30, 2019, respectively, and $1.1 million and $2.2 million during the three and six months ended June 30, 2018, respectively.

As of June 30, 2019, future amortization expense by year is expected to be as follows (in thousands):

(in thousands)	Capitalized internal-use software, net		Acquisition intangible assets, net
Remainder of 2019	$	5,946	$	4,337
2020		6,735		7,904
2021		1,900		6,657
2022		136		2,251
2023		—		246
Thereafter		—		61
Total amortization expense	$	14,717	$	21,456

Future capitalized internal-use software amortization excludes $19.7 million of costs which are currently in the development phase.