Business Combinations

6 Months Ended

Jul. 31, 2020

On May 1, 2020 the Company acquired Voci Technologies (Voci), a privately-held company, for approximately $59.6 million in cash. Voci is a real-time speech to text platform, that delivers a rich single view of the customer that can power an exceptional customer experience.

On February 19, 2020 the Company acquired Living Lens Enterprise Ltd. (LivingLens), a privately-held company for approximately $26.8 million in cash. LivingLens provides a video feedback platform to humanize feedback and bring the voice of the customer and employee to life.

On October 3, 2019, the Company acquired Crowdicity Limited (Crowdicity), a privately-held company for a purchase price of $16.6 million in cash. Crowdicity is an idea and innovation management platform.

On September 23, 2019, the Company acquired Zingle Inc. (Zingle), a privately-held company for a purchase price of $47.3 million in cash. Zingle is a leading multi-channel mobile messaging and customer engagement solution.

On July 15, 2019, the Company acquired Promoter.io Inc. (Promoter.io), a privately-held company for a purchase price of $2.3 million in cash. Promoter.io is a Net Promoter Score (NPS) platform for small and medium sized businesses that can measure loyalty and customer sentiment using the NPS.

On June 17, 2019, the Company acquired Cooladata Ltd. (Cooladata), a privately-held company for a purchase price of $7.6 million in cash. Cooladata is a cloud-based behavioral analytics platform that can derive and predict customer sentiment.

On May 16, 2019, the Company acquired Strikedeck Inc. (Strikedeck), a privately-held company for the purchase price of $11.0 million in cash. Strikedeck is a customer success platform for business-to-business customers.

The above transactions were each accounted for as business combinations. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date when control was obtained. The Company expensed all transaction costs in the period in which they were incurred. The fair value of developed technologies was determined using either the Multiple Period Excess Earnings Method or the Profit Allocation Method, the fair value of customer relationships was determined by using the Multiple Period Excess Earnings Method, and the fair value of the trademarks was determined using the Profit Allocation Method. The excess of the consideration paid over the fair value of the net tangible assets and liabilities and identifiable intangible assets acquired is recorded as goodwill. The goodwill resulting from the acquisitions are largely attributable to the synergies expected to be realized. None of the goodwill recorded from the acquisitions will be deductible for income tax purposes.

The Company is in the process of settling working capital adjustments for Voci, LivingLens, Zingle and Crowdicity, and therefore the provisional measurements of identifiable assets and liabilities, and the resulting goodwill related to these acquisitions are subject to change and the final purchase price accounting could be different from the amounts presented herein.

The following table summarizes the purchase consideration, net of cash acquired, and the related fair values of the assets acquired and liabilities assumed (in thousands):


	Purchase Consideration, Net of Cash Acquired		Net Liabilities Assumed		Identifiable Intangible Assets		Goodwill
Voci	$	55,285	$	(1,259)	$	12,600	$	43,944
LivingLens	25,894		(406)		5,700		20,600
Crowdicity	15,865		(2,350)		4,811		13,404
Zingle	42,702		(665)		8,715		34,652
Promoter	1,694		(431)		900		1,225
Cooladata	7,346		(2,784)		4,600		5,530
Strikedeck	10,498		(439)		4,000		6,937

The following table sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands):


	Developed Technology		Useful Life (years)	Customer Relationships		Useful Life (years)	Trademark		Useful Life (years)
Voci	$	7,700	5	$	4,600	5	$	300	5
LivingLens	3,100		5	2,200		5	400		5
Crowdicity	2,406		5	2,105		5	300		5
Zingle	4,915		5	3,000		5	800		5
Promoter	700		5	—		—	200		5
Cooladata	4,600		5	—		—	—		—
Strikedeck	4,000		5	—		—	—		—

The financial results for the above acquisitions are included in the Company's unaudited condensed consolidated financial statements from the date of acquisition through July 31, 2020.

The pro forma impact of these acquisitions on unaudited condensed consolidated revenue, income (loss) from operations and net loss was not material.