Acquisitions (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Consideration Paid for Acquisitions

The following table summarizes the consideration transferred for the acquisitions described above (in thousands):


	Localytics		Altify		InGenius		Cimpl		Kapost		Postup
Cash	$	67,655	$	84,000	$	26,428	$	23,071	$	45,000	$	34,825
Holdback (1)	345		—		3,000		2,600		5,000		175
Contingent consideration (2)	1,000		—		4,865		—		—		—



Working capital adjustment	—		—		—		—		(601)		—
Total consideration	$	69,000	$	84,000	$	34,293	$	25,671	$	49,399	$	35,000

(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months following closing for Localytics, InGenius, Cimpl, Kapost and Postup.

(2)Represents the acquisition date fair value of anticipated earn-out payments, which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the InGenius and Localytics earn-outs were $15.0 million and $1.0 million, respectively. These earn-outs were paid in full during the nine months ended September 30, 2020 based on their ending fair values of $4.5 million and $1.0 million, respectively. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs.

Schedule of Assets and Liabilities Assumed through Acquisition

The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2019 and through the nine months ended September 30, 2020, as well as assets and liabilities (in thousands):


	Preliminary		Final
	Localytics		Altify		InGenius		Cimpl		Kapost		Postup
Year Acquired	2020		2019		2019		2019		2019		2019

Cash	$	—	$	730	$	11	$	142	$	—	$	19
Accounts receivable	3,648		6,629		1,456		1,041		3,901		1,054
Other current assets	6,325		889		317		278		1,066		1,373
Tax credits receivable	—		916		1,489		1,383		—		—
Operating lease right-of-use asset	7,605		1,085		1,099		230		2,136		—
Property and equipment	409		139		364		233		686		743
Customer relationships	30,500		50,954		11,208		12,430		23,735		10,667
Trade name	300		1,112		424		216		787		468
Technology	6,600		7,648		4,576		3,240		5,756		2,943

Goodwill	39,919		34,426		24,141		12,928		20,953		21,973
Other assets	6		378		—		6		—		—
Total assets acquired	95,312		104,906		45,085		32,127		59,020		39,240
Accounts payable	(2,382)		(1,499)		(128)		(305)		(50)		(447)
Accrued expense and other	(6,752)		(3,901)		(2,807)		(1,206)		(3,724)		(530)
Deferred tax liabilities	(4,531)		(7,083)		(4,897)		(4,595)		(1,954)		(3,248)
Deferred revenue	(4,812)		(7,907)		(2,960)		(350)		(3,893)		(15)
Operating lease liabilities	(7,835)		(516)		—		—		—		—

Total liabilities assumed	(26,312)		(20,906)		(10,792)		(6,456)		(9,621)		(4,240)
Total consideration	$	69,000	$	84,000	$	34,293	$	25,671	$	49,399	$	35,000

Schedule of Weighted-Average Amortization Period

The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the nine months ended September 30, 2020 and the year ended December 31, 2019 (in years):


	Useful Life
	September 30, 2020	December 31, 2019
Customer relationships	8.0	9.8
Trade name	2.0	9.2
Developed technology	5.0	7.9

Total weighted-average useful life	7.4	9.5