Business Acquisitions |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisitions | 16. Business Acquisitions Dashworks Technologies, Inc. On May 1, 2025, the Company acquired all outstanding shares of Dashworks Technologies, Inc. (“Dashworks”), an AI-powered knowledge search assistant. The total cash purchase price for the acquisition was $17.8 million, net of cash acquired. There was approximately $6.6 million of post-combination consideration, which is contingent upon post-acquisition employment that will be recognized as compensation expense in the consolidated statement of operations over a period of three years. The transaction costs associated with the acquisition were approximately $0.9 million and were recorded in general and administrative expense. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition. The Company expects to finalize the valuation as soon as practicable and no later than one year from the acquisition date.
The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets and liabilities acquired was recorded as goodwill. The Company expects to leverage Dashworks' expertise in deep search and reasoning to advance the Company's vision of equipping every go-to-market team member with an AI assistant and enhancing search and context gathering capabilities across Breeze. The goodwill recognized is not deductible for U.S. income tax purposes.
The intangible asset acquired in the business combination was developed technology and the fair value of the developed technology was estimated to be $1.6 million. The developed technology was valued using a replacement cost approach and the key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. The Company began amortizing the acquired technology on the date of acquisition over a period of five years on a straight-line basis. The amortization expense is recorded to cost of subscription revenue in the consolidated statements of operations.
The Company has included the operating results of Dashworks in its consolidated financial statements since the date of the acquisition. The acquisition did not have a material effect on the revenue or earnings in the consolidated statement of operations for the reporting periods presented. Separate financial results and pro forma financial information for Dashworks have not been presented as the effect of this acquisition was not material to our financial results. Frame Technology, Inc. On January 6, 2025, the Company acquired all outstanding shares of Frame Technology, Inc. (“Frame AI”), an AI-powered conversation intelligence platform. The total cash purchase price for the acquisition was $50.9 million, net of cash acquired. There was approximately $8.2 million of post-combination consideration, which is contingent upon post-acquisition employment that will be recognized as compensation expense in the consolidated statement of operations over a period of two years. The transaction costs associated with the acquisition were approximately $1.0 million and were recorded in general and administrative expense.
The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition.
The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets and liabilities acquired was recorded as goodwill. The Company expects to derive value from Frame AI's capabilities by accelerating its ability to unify structured and unstructured data across the customer journey at scale and empower go-to-market teams to transform conversations into actionable intelligence. The goodwill recognized is not deductible for U.S. income tax purposes.
The intangible asset acquired in the business combination was developed technology and the fair value of the developed technology was estimated to be $6.3 million. The developed technology was valued using a replacement cost approach and the key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. The Company began amortizing the acquired technology on the date of acquisition over a period of five years on a straight-line basis. The amortization expense is recorded to cost of subscription revenue in the consolidated statements of operations.
The Company has included the operating results of Frame AI in its consolidated financial statements since the date of the acquisition. The acquisition did not have a material effect on the revenue or earnings in the consolidated statement of operations for the reporting periods presented. Separate financial results and pro forma financial information for Frame AI have not been presented as the effect of this acquisition was not material to our financial results. |
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