Business Combinations

3 Months Ended

Jun. 30, 2020

IOpipe, Inc.

On October 31, 2019, the Company acquired certain assets of IOpipe, Inc., a company that provides monitoring tools for serverless applications, for $5.1 million in cash. The Company held back approximately $0.9 million from the aggregate purchase price which has been accrued as a liability. Of the total purchase price, $1.5 million was allocated to acquired technology with an estimated useful life of three years with the excess $3.6 million of the purchase price over the fair value of the intangible assets acquired recorded as goodwill. The acquisition has been accounted for as a business combination under the acquisition method. Goodwill and other intangibles generated from the acquisition are attributable to expected synergies from future growth and potential future monetization opportunities, and are deductible for tax purposes. The business combination did not have a material impact on the condensed consolidated financial statements and therefore historical and proforma disclosures have not been presented.

SignifAI, Inc.

On January 25, 2019, the Company acquired all outstanding stock of SignifAI, Inc. (“SignifAI”), an event intelligence company specializing in artificial intelligence and machine learning. The aggregate purchase price of $36.3 million consisted of $25.1 million in cash and 143,861 shares of Company common stock with an aggregate fair value of approximately $11.9 million. The fair value of the consideration transferred was determined based on an $82.69 per share price of the Company’s common stock. The total purchase price was allocated to the developed technology acquired, net liabilities assumed, deferred taxes related to net operating loss carryforwards and a deferred tax liability related to the developed technology. The excess purchase price was recorded as goodwill, as set forth below. The acquisition has been accounted for as a business combination. The business combination did not have a material impact on the Company’s condensed consolidated financial statements and therefore historical and proforma disclosures have not been presented.

Per the terms of the merger agreement, all share-based payment awards were accelerated and paid for in cash. The cash consideration paid for unvested share-based payment awards of $0.8 million was recognized as compensation expense separate from the business combination. The acquisition also included a holdback arrangement with certain employees of SignifAI, totaling approximately 152,840 shares of the Company’s common stock, contingent upon their continued employment with the Company. The fair value of these awards, which are subject to the recipients’ continued service, was $12.6 million and was

excluded from the aggregate purchase price. These awards are recognized as stock-based compensation expense over the remaining vesting period which ranges from of 24 months to 36 months from the closing date of the acquisition.

The following table presents the purchase price allocation related to the acquisition (in thousands):



Cash consideration paid	$	25,119
Fair value of common shares issued	$	24,535
Total consideration	$	49,654
Post-business combination compensation expense	$	(12,639)
Cash paid to settle unvested stock options	$	(764)
Total purchase price	$	36,251
Net liabilities assumed	$	259
Deferred tax liabilities	$	2,289
Deferred tax assets	$	(1,721)
Developed technology acquired	$	(10,900)
Goodwill	$	26,178