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Acquisitions, Intangible Assets and Goodwill
12 Months Ended
Dec. 31, 2019
Acquisitions Intangible Assets And Goodwill [Abstract]  
Acquisitions, Intangible Assets and Goodwill

6. Acquisitions, Intangible Assets and Goodwill

GetFeedback Acquisition

In August 2019, the Company entered into a Stock Purchase Agreement (the “GetFeedback Agreement”) to acquire GFB Holdings, Inc. (“GetFeedback”) including its wholly-owned subsidiary GetFeedback, Inc., a customer experience management company that offers purpose-built solutions to its customers and understands and improves customer experience through the creation of customized branded surveys. The Company expects the acquisition of GetFeedback to complement and expand its enterprise-grade product offering. The Company purchased 100% of the outstanding shares of GetFeedback when the transaction closed on September 3, 2019 (the “GetFeedback Acquisition Date”).

Pursuant to the GetFeedback Agreement, the Company paid approximately $68.3 million for the acquisition of all of the outstanding shares of GetFeedback, which consisted of (i) cash consideration of approximately $61.5 million (net of cash acquired of approximately $0.7 million) and (ii) 376,333 shares of the Company’s common stock with a fair value of $16.24 per share on the GetFeedback Acquisition Date.

The acquisition qualified as a business combination and is accounted for accordingly. GetFeedback’s results of operations are included in the Company’s consolidated statements of operations beginning on the GetFeedback Acquisition Date. The purchase price allocation as of the GetFeedback Acquisition Date was based on a preliminary third-party 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

 

$

678

 

Accounts receivable, net

 

 

1,303

 

Property and equipment, net

 

 

228

 

Operating lease right-of-use assets

 

 

3,053

 

Intangible assets

 

 

17,700

 

Goodwill

 

 

53,904

 

Accrued compensation

 

 

(425

)

Deferred revenue

 

 

(3,866

)

Operating lease liabilities

 

 

(3,053

)

Deferred tax liabilities

 

 

(1,123

)

Other assets and liabilities, net

 

 

(144

)

Total purchase price

 

$

68,255

 

 

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

 

(in thousands)

 

Fair Value

 

 

Useful Life

Developed technology

 

$

5,900

 

 

3 years

Customer relationships

 

 

10,900

 

 

6 to 7 years

Trade name

 

 

900

 

 

5 years

Total intangible assets

 

$

17,700

 

 

 

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 GetFeedback and the value of the assembled workforce. None of the goodwill is tax deductible.

 

Usabilla Acquisition

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 consolidated statements of operations since the Acquisition Date. The purchase price allocation as of the Acquisition Date was based on a preliminary third-party 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

Developed 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 the assembled workforce. Substantially all of the goodwill is expected to result in reductions to future foreign earnings for U.S. tax purposes.

 

Other acquisitions information

Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate.

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 applicable acquisition date becomes available but does not exceed 12 months from the acquisition date. Additional information related to our acquisitions completed in fiscal 2019, such as that related to income tax and other contingencies, existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, which may result in a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.

The Company has incurred incremental expenses related to the above acquisitions, for investment banker fees and fees to attorneys, accountants and other professional advisors of approximately $1.7 million, which are included in general and administrative expenses in the consolidated statements of operations for the year December 31, 2019.

Capitalized internal-use software

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

 

(in thousands)

 

December 31, 2019

 

 

December 31, 2018

 

Gross capitalized internal-use software

 

$

61,130

 

 

$

109,133

 

Less: Accumulated amortization

 

 

(27,974

)

 

 

(75,853

)

Capitalized internal use software, net

 

$

33,156

 

 

$

33,280

 

 

Amortization expense related to capitalized internal-use software was $15.6 million, $21.7 million and $21.1 million during the years ended December 31, 2019, 2018 and 2017, respectively, and is included in cost of revenue in the consolidated statements of operations.

The decrease in gross capitalized internal-use software is due to the removal of $63.5 million of fully amortized capitalized internal-use software during the fourth quarter of 2019, offset by current year additions.

Acquisition intangible assets, net

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

 

 

 

December 31, 2019

 

 

December 31, 2018

 

(in thousands)

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Customer relationships

 

$

25,594

 

 

$

(9,712

)

 

$

15,882

 

 

$

47,696

 

 

$

(42,410

)

 

$

5,286

 

Trade name

 

 

2,711

 

 

 

(763

)

 

 

1,948

 

 

 

6,072

 

 

 

(5,796

)

 

 

276

 

Developed technology

 

 

27,547

 

 

 

(12,227

)

 

 

15,320

 

 

 

22,007

 

 

 

(18,245

)

 

 

3,762

 

Acquisition intangible assets, net

 

$

55,852

 

 

$

(22,702

)

 

$

33,150

 

 

$

75,775

 

 

$

(66,451

)

 

$

9,324

 

 

Amortization expense was $9.0 million, $4.3 million and $4.5 million during the years ended December 31, 2019, 2018 and 2017, respectively.

The decrease in gross acquisition intangible assets is due to the removal of $54.2 million of fully amortized acquisition intangible assets during the fourth quarter of 2019, offset by additions from current year acquisitions.

Future amortization expense

As of December 31, 2019, future amortization expense by year is expected to be as follows:

 

(in thousands)

 

Capitalized

internal-use

software, net

 

 

Acquisition

intangible

assets, net

 

2020

 

$

11,477

 

 

$

12,534

 

2021

 

 

6,642

 

 

 

9,862

 

2022

 

 

2,655

 

 

 

4,995

 

2023

 

 

 

 

 

1,906

 

2024

 

 

 

 

 

1,664

 

Thereafter

 

 

 

 

 

2,189

 

Total amortization expense

 

$

20,774

 

 

$

33,150

 

 

Future capitalized internal-use software amortization excludes $12.4 million of costs which are currently in the development phase.

Goodwill

The changes in the carrying amount of goodwill, net were as follows (in thousands):

 

Balance as of December 31, 2017

 

$

336,861

 

Balance as of December 31, 2018

 

 

336,861

 

Additions

 

 

125,981

 

Foreign currency translation

 

 

85

 

Balance as of December 31, 2019

 

$

462,927