XML 29 R19.htm IDEA: XBRL DOCUMENT v3.25.1
Acquisitions
 3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisition
Acqueon
On August 27, 2024, the Company acquired all of the issued and outstanding shares of capital stock of Acqueon for total consideration of approximately $173.8 million. This acquisition, which was accounted for as a business combination, is intended to build on the pre-existing partnership between the companies, and to extend the Company's AI-powered CX platform by adding omnichannel proactive customer engagement to expand the Company's outbound capabilities.
The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $139.4 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the acquisition date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets acquired, liabilities assumed and tax liabilities assumed. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company recorded adjustments of less than $0.1 million and $1.3 million within one year from acquisition date measurement period for 2024 and for the three months ended March 31, 2025, respectively.
The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands):
Cash$6,661 
Tangible assets acquired 3,559 
Other assets acquired7,333 
Acquired technology30,400 
Customer relationships 8,700 
Trademarks800 
Goodwill139,429 
Total assets acquired196,882 
Deferred tax liability(5,058)
Liabilities assumed(17,997)
         Total$173,827 
The acquired technology, customer relationships, and trademarks will be amortized on a straight-line basis over their estimated useful lives of eight years, five years, and three years, respectively. The Company used the income approach to estimate the fair value of intangible assets acquired.
In connection with this acquisition, the Company incurred total acquisition-related transaction costs of $7.9 million during 2024, and incurred no additional costs during the three months ended March 31, 2025, that have been expensed as incurred and included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).
The results of operations of this acquisition are included in the accompanying consolidated statements of operations and comprehensive income (loss) from the date of acquisition and are not material to the Company's condensed consolidated financial statements.