BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Nine Months Ended October 31, 2019 During the nine months ended October 31, 2019 , we completed two business combinations: • On February 1, 2019, we completed the acquisition of a SaaS workforce optimization company focused on the small and medium-sized business (“SMB”) market as part of our strategy to expand our SMB portfolio. This company has been integrated into our Customer Engagement segment. • On July 25, 2019, we completed the acquisition of a SaaS company focused on cloud-based knowledge management solutions as part of our strategy to add additional artificial intelligence and machine learning capabilities into our portfolio. This company is being integrated into our Customer Engagement segment. These business combinations were not individually material to our condensed consolidated financial statements. The combined consideration for these business combinations was approximately $58.4 million , including $53.2 million of combined cash paid at closings or shortly thereafter, partially offset by $2.0 million of cash acquired. For one of the business combinations, we also agreed to make potential additional cash payments to the respective former shareholders aggregating up to approximately $9.1 million , contingent upon the achievement of certain performance targets over periods extending through January 2021. The fair value of these contingent consideration obligations was estimated to be $5.2 million at the acquisition date. Cash paid for these business combinations was funded by cash on hand. The purchase prices for these business combinations were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The fair value assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. Included among the factors contributing to the recognition of goodwill in these transactions were synergies in products and technologies, and the addition of skilled, assembled workforces. All of the $34.1 million of goodwill associated with these business combinations was assigned to our Customer Engagement segment, $15.7 million of which is deductible for income tax purposes. Revenue and net income (loss) attributable to these acquisitions for the nine months ended October 31, 2019 were not material. Transaction and related costs, consisting primarily of professional fees and integration expenses, directly related to these acquisitions, totaled $1.0 million and $4.1 million for the three and nine months ended October 31, 2019 , respectively. All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses. The purchase price allocations for the business combinations completed during the nine months ended October 31, 2019 have been prepared on a preliminary basis and changes to those allocations may occur as additional information becomes available during the respective measurement periods (up to one year from the respective acquisition dates). Fair values still under review include values assigned to identifiable intangible assets, goodwill, deferred income taxes, and reserves for uncertain income tax positions. During the three months ended October 31, 2019, we updated the provisional purchase price allocation that was recorded at July 31, 2019 resulting from one of the transaction's proximity to the end of the reporting period, including the valuation and useful life determination for the acquired customer relationships, developed technology, and trade names. The changes to purchase price allocation did not have a material impact on our condensed consolidated financial statements. The following table sets forth the components and the allocations of the combined purchase prices for the business combinations completed during the nine months ended October 31, 2019 : (in thousands) Amount Components of Purchase Prices: Cash $ 53,209 Fair value of contingent consideration 5,200 Total purchase prices $ 58,409 Allocation of Purchase Prices: Net tangible assets (liabilities): Accounts receivable $ 1,309 Other current assets, including cash acquired 6,081 Other assets 3,365 Current and other liabilities (4,984 ) Contract liabilities - current and long-term (3,060 ) Deferred income taxes (1,330 ) Net tangible assets 1,381 Identifiable intangible assets: Customer relationships 10,500 Developed technology 11,400 Trademarks and trade names 1,000 Total identifiable intangible assets 22,900 Goodwill 34,128 Total purchase prices allocation $ 58,409 For these acquisitions, customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of from seven years to nine years , five years , and four years to five years , respectively, the weighted average of which is approximately 6.5 years . Year Ended January 31, 2019 ForeSee Results, Inc. On December 19, 2018, we completed the acquisition of all of the outstanding shares of ForeSee Results, Inc. and all of the outstanding membership interests of RSR Acquisition LLC (together, “ForeSee”), a leading cloud Voice of the Customer (“VOC”) vendor with software solutions designed to measure and benchmark a 360-degree view of the customer across every touch point. ForeSee is based in Ann Arbor, Michigan. The purchase price of $65.2 million consisted of (i) $58.9 million of cash paid at closing, funded from cash on hand, partially offset by $0.4 million of ForeSee’s cash received in the acquisition, resulting in net cash consideration at closing of $58.5 million ; (ii) a post-closing deferred purchase price adjustment of $6.0 million which was paid in April 2019; and (iii) $0.3 million of other purchase price adjustments. The acquired business is being integrated into our Customer Engagement operating segment. The purchase price for ForeSee was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. The fair values assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management. Among the factors contributing to the recognition of goodwill as a component of the ForeSee purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. The $35.3 million of goodwill has been assigned to our Customer Engagement segment. For income tax purposes, $1.1 million of this goodwill is deductible and $34.2 million is not deductible. In connection with the purchase price allocation for ForeSee, the estimated fair value of undelivered performance obligations under customer contracts assumed in the acquisition was determined utilizing a cost build-up approach. The cost build-up approach calculated fair value by estimating the costs required to fulfill the obligations plus a reasonable profit margin, which approximates the amount that we believe would be required to pay a third party to assume the performance obligations. The estimated costs to fulfill the performance obligations were based on the historical direct costs for delivering similar services. As a result, in allocating the purchase price, we recorded $9.8 million of current and long-term contract liabilities, representing the estimated fair value of undelivered performance obligations for which payment had been received, which will be recognized as revenue as the underlying performance obligations are delivered. For undelivered performance obligations for which payment had not been received, we recorded a $10.2 million asset as a component of the purchase price allocation, representing the estimated fair value of these obligations, $5.5 million of which is included within prepaid expenses and other current assets, and $4.7 million of which is included in other assets. We are amortizing this asset over the underlying delivery periods, which adjusts the revenue we recognize for providing these services to its estimated fair value. Transaction and related costs directly related to the acquisition of ForeSee, consisting primarily of professional fees and integration expenses, were $0.9 million and $2.9 million for the three and nine months ended October 31, 2019 , respectively, and were expensed as incurred and are included in selling, general and administrative expenses. The following table sets forth the components and the allocation of the purchase price for our acquisition of ForeSee: (in thousands) Amount Components of Purchase Price: Cash $ 58,901 Deferred purchase price consideration 6,000 Other purchase price adjustments 262 Total purchase price $ 65,163 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable $ 7,245 Other current assets, including cash acquired 8,101 Other assets 6,075 Current and other liabilities (12,910 ) Contract liabilities - current and long-term (9,821 ) Deferred income taxes (11,504 ) Net tangible liabilities (12,814 ) Identifiable intangible assets: Customer relationships 19,400 Developed technology 20,000 Trademarks and trade names 3,300 Total identifiable intangible assets 42,700 Goodwill 35,277 Total purchase price allocation $ 65,163 The acquired customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of five years and nine years , four years , and four years , respectively, the weighted average of which is approximately 6.1 years . The acquired identifiable assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. Other Business Combinations During the year ended January 31, 2019, we completed three other business combinations: • On July 18, 2018, we completed the acquisition of a business that has been integrated into our Customer Engagement operating segment. • On November 8, 2018, we completed the acquisition of a business that has been integrated into our Cyber Intelligence operating segment, in which we had a $2.2 million , or approximately 19% , noncontrolling equity investment prior to the acquisition. • On November 9, 2018, we acquired certain technology and other assets for use in our Customer Engagement operating segment in a transaction that qualified as a business combination. These business combinations were not individually material to our consolidated financial statements. The combined consideration for these business combinations was approximately $51.3 million , including $33.1 million of combined cash paid at the closings. For two of these business combinations, we also agreed to make potential additional cash payments to the respective former shareholders aggregating up to approximately $35.5 million , contingent upon the achievement of certain performance targets over periods extending through January 2021. The fair value of these contingent consideration obligations was estimated to be $15.9 million at the applicable acquisition dates. The acquisition date fair value of our previously held equity interest was approximately $2.2 million and was included in the measurement of the consideration transferred. Cash paid for these business combinations was funded by cash on hand. The purchase prices for these business combinations were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The fair value assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. Included among the factors contributing to the recognition of goodwill in these transactions were synergies in products and technologies, and the addition of skilled, assembled workforces. Of the $25.1 million of goodwill associated with these business combinations, $14.3 million and $10.8 million was assigned to our Customer Engagement and Cyber Intelligence segments, respectively, and for income tax purposes is not deductible. Transaction and related costs, consisting primarily of professional fees and integration expenses, directly related to these acquisitions, totaled $0.2 million and $0.6 million for the three and nine months ended October 31, 2019 . All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses. The purchase price allocations for the business combinations completed subsequent to October 31, 2018 have been prepared on a preliminary basis and changes to those allocations may occur as additional information becomes available during the respective measurement periods (up to one year from the respective acquisition dates). Fair values still under review include values assigned to identifiable intangible assets, deferred income taxes, and reserves for uncertain income tax positions. The following table sets forth the components and the allocations of the combined purchase prices for the business combinations, other than ForeSee, completed during the year ended January 31, 2019: (in thousands) Amount Components of Purchase Prices: Cash $ 33,138 Fair value of contingent consideration 15,875 Fair value of previously held equity interest 2,239 Total purchase prices $ 51,252 Allocation of Purchase Prices: Net tangible assets (liabilities): Accounts receivable $ 1,897 Other current assets, including cash acquired 6,901 Other assets 9,432 Current and other liabilities (2,151 ) Contract liabilities - current and long-term (771 ) Deferred income taxes (7,914 ) Net tangible assets 7,394 Identifiable intangible assets: Customer relationships 7,521 Developed technology 10,692 Trademarks and trade names 500 Total identifiable intangible assets 18,713 Goodwill 25,145 Total purchase prices allocation $ 51,252 For these acquisitions, customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of from seven years to ten years , three years to five years , and four years , respectively, the weighted average of which is approximately 6.6 years . Other Business Combination Information The acquisition date fair values of contingent consideration obligations associated with business combinations are estimated based on probability adjusted present values of the consideration expected to be transferred using significant inputs that are not observable in the market. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving the performance targets and discount rates consistent with the level of risk of achievement. At each reporting date, we revalue the contingent consideration obligations to their fair values and record increases and decreases in fair value within selling, general, and administrative expenses in our condensed consolidated statements of operations. Changes in the fair value of the contingent consideration obligations result from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. For the three months ended October 31, 2019 and 2018 , we recorded a benefit of $0.3 million and a charge of $0.5 million , respectively, and for the nine months ended October 31, 2019 and 2018 , we recorded a charge of $0.1 million and a benefit of $4.2 million , respectively, within selling, general and administrative expenses for changes in the fair values of contingent consideration obligations associated with business combinations. The aggregate fair values of the remaining contingent consideration obligations associated with business combinations was $36.9 million at October 31, 2019 , of which $20.9 million was recorded within accrued expenses and other current liabilities, and $16.0 million was recorded within other liabilities. Payments of contingent consideration earned under these agreements were $6.0 million and $1.6 million for the three months ended October 31, 2019 and 2018 , respectively, and $29.7 million and $13.6 million for the nine months ended October 31, 2019 and 2018 , respectively. |