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Acquisitions, Intangible Assets and Goodwill
6 Months Ended
Jun. 30, 2020
Acquisitions Intangible Assets And Goodwill [Abstract]  
Acquisitions, Intangible Assets and Goodwill

6. Acquisitions, Intangible Assets and Goodwill

GetFeedback Acquisition

On September 3, 2019, the Company acquired 100% of the outstanding shares of 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 paid approximately $68.3 million for the acquisition, 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 acquisition date.

 

Based on their estimated fair values, the Company recorded $3.3 million of net tangible liabilities, $17.7 million of identifiable intangible assets (primarily customer relationships and developed technology) and $53.9 million of goodwill.

 

Usabilla Acquisition

On April 1, 2019, the Company acquired 100% of Usabilla Holding B.V. (“Usabilla”), 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 paid approximately $84.3 million for the acquisition, 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 three years.

 

Based on their estimated fair values, the Company recorded $2.9 million of net tangible liabilities, $15.1 million of identifiable intangible assets (primarily developed technology) and $72.1 million of goodwill.

 

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. As of March 31, 2020, the measurement period has closed for the acquisition of Usabilla. Additional information related to the acquisition of GetFeedback, 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 of $1.0 million for the Usabilla acquisition and $0.7 million for the GetFeedback acquisition, which were included in general and administrative expenses in the condensed consolidated statements of operations for the three months ended June 30, 2019 and September 30, 2019, respectively.

 

 

 

 

Balance Sheet and Statement of Operations Details

 

Capitalized internal-use software

As of June 30, 2020 and December 31, 2019, capitalized internal-use software consisted of the following:

 

(in thousands)

 

June 30, 2020

 

 

December 31, 2019

 

Gross capitalized internal-use software

 

$

67,648

 

 

$

61,130

 

Less: Accumulated amortization

 

 

(35,233

)

 

 

(27,974

)

Capitalized internal use software, net

 

$

32,415

 

 

$

33,156

 

 

Amortization expense related to capitalized internal-use software was $3.6 million and $7.3 million during the three and six months ended June 30, 2020, respectively, and $3.7 million and $7.4 million during the three and six months ended June 30, 2019, respectively, and is included in cost of revenue in the condensed consolidated statements of operations.

Acquisition intangible assets, net

As of June 30, 2020 and December 31, 2019, intangible assets, net consisted of the following:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

(in thousands)

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Customer relationships

 

$

25,583

 

 

$

(12,190

)

 

$

13,393

 

 

$

25,594

 

 

$

(9,712

)

 

$

15,882

 

Trade name

 

 

2,713

 

 

 

(1,005

)

 

 

1,708

 

 

 

2,711

 

 

 

(763

)

 

 

1,948

 

Developed technology

 

 

27,561

 

 

 

(16,273

)

 

 

11,288

 

 

 

27,547

 

 

 

(12,227

)

 

 

15,320

 

Acquisition intangible assets, net

 

$

55,857

 

 

$

(29,468

)

 

$

26,389

 

 

$

55,852

 

 

$

(22,702

)

 

$

33,150

 

 

Amortization expense was $3.4 million and $6.7 million during the three and six months ended June 30, 2020, respectively, and $2.2 million and $3.2 million during the three and six months ended June 30, 2019, respectively.

Future amortization expense

As of June 30, 2020, 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 2020

 

$

6,037

 

 

$

5,772

 

2021

 

 

8,944

 

 

 

9,863

 

2022

 

 

4,957

 

 

 

4,996

 

2023

 

 

483

 

 

 

1,906

 

2024

 

 

 

 

 

1,664

 

Thereafter

 

 

 

 

 

2,188

 

Total amortization expense

 

$

20,421

 

 

$

26,389

 

Future capitalized internal-use software amortization excludes $12.0 million of costs which are currently in the development phase.

Goodwill

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

 

Balance as of December 31, 2019

 

$

462,927

 

Foreign currency translation

 

 

(124

)

Balance as of June 30, 2020

 

$

462,803