Business Combinations

9 Months Ended

Oct. 31, 2020

On September 14, 2020 the Company acquired Sense360 Inc. (Sense360), a privately-held company, for a purchase price of $45.7 million in cash. Sense360 provides always-on, consumer and competitive intelligence from buyer and non-buyer segments and answers pressing questions such as what is driving traffic, what are the growth opportunities in a specific market and which competitors are gaining share and why.

On September 8, 2020 the Company acquired StellaServices Inc. (Stella Connect), a privately-held company, for a purchase price of $99.6 million in cash. Stella Connect is a customer feedback and quality management platform that helps customer support teams to analyze and improve performance in real time.

On May 1, 2020 the Company acquired Voci Technologies, Inc. (Voci), a privately-held company, for a purchase price of $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 LivingLens Enterprise Ltd. (LivingLens), a privately-held company, for a purchase price of $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 a 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 Royalty Relief Method, the fair value of customer relationships was determined by using the Multiple Period Excess Earnings Method, the fair value of trademarks was determined using the Royalty Relief Method, and the fair value of backlog was determined using the Multiple Period Excess Earnings 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 Sense360, Stella Connect, Voci, and LivingLens, 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
Sense360	$	45,273	$	(351)	$	10,500	$	35,124
Stella Connect	98,822		(3,478)		20,800		81,500
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.io	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		Customer Relationships		Other(1)
Sense360	$	5,000	$	5,200	$	300
Stella Connect	9,400		10,000		1,400
Voci	7,700		4,600		300
LivingLens	3,100		2,200		400
Crowdicity	2,406		2,105		300
Zingle	4,915		3,000		800
Promoter.io	700		—		200
Cooladata	4,600		—		—
Strikedeck	4,000		—		—

(1) Other includes trademarks and backlog.

The useful lives of developed technology, customer relationships and other are five years, five years and one to five years, respectively.

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

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