Business Combination

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

On July 30, 2021, we acquired all of the equity interest in OneCloud, Inc. (“OneCloud”), an integration platform as a service (“iPaaS”) company, in order to extend our integration and data preparation capabilities, for $35.1 million, net of cash acquired of $1.5 million.

We previously held an investment in OneCloud which was accounted for as an investment in equity securities. Prior to performing purchase accounting we remeasured the previous ownership interest to fair value, increasing the value to $4.7 million, which resulted in a gain of $3.7 million recorded in other income (expense), net in the condensed consolidated statement of operations.

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. The goodwill recognized was primarily attributable to the assembled workforce and strategic benefits that are expected to be achieved and is not deductible for income tax purposes.

The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed at the date of acquisition (in thousands):


Cash consideration	$	36,564
Previously held equity interest	4,698
Total consideration	$	41,262

Cash	$	1,497
Intangible assets	7,000
Goodwill	34,279
Other assets	548
Deferred revenue	(900)
Deferred tax liability	(988)
Other liabilities	(174)
Fair value of assets and liabilities	$	41,262

We incurred costs related to the acquisition of approximately $0.4 million during the nine months ended September 30, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our condensed consolidated statements of operations.

The amount of revenues and net loss from the acquisition included in our condensed consolidated statements of operations for the three and nine months ended September 30, 2021 were insignificant.