Acquisition, Goodwill, and Intangible Assets | Acquisition, Goodwill, and Intangible Assets Acquisition On December 31, 2020, the Company acquired certain assets, properties and rights and certain liabilities and obligations from Deloitte & Touche LLP’s pricing and contracting solutions business for a contractual purchase price of $60.0 million subject to net working capital adjustments (the “Acquisition”). The acquired business operates primarily in the same markets as the Company’s existing operations. The reason for the Acquisition was to increase the Company’s addressable market and expand the opportunity to sell existing Model N products. This Acquisition has been accounted for as a business combination. The Company has included the results of the acquired business in its condensed consolidated financial statements since the date of Acquisition. The Company incurred $2.4 million acquisition-related expense during the three months ended December 31, 2020, which was recorded as general and administrative expenses. The total purchase consideration was $59.9 million reflecting a $0.1 million of estimated net working capital adjustment from the contractual purchase price. The Company paid $56.4 million purchase consideration in cash during the three months ended December 31, 2020. The total purchase consideration of $59.9 million is subject to working capital settlement in the post-combination period and the excess over $56.4 million will be paid in cash during the remainder of fiscal year 2021. The Company does not expect the working capital settlement to be material. The purchase price was allocated to assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. The following table sets forth the preliminary allocation of the purchase price in connection with the Acquisition (in thousands): Acquisition Date Fair Value Accounts receivable $ 3,760 Prepaid expenses 794 Property and equipment, net 511 Operating lease right-of-use assets 2,764 Goodwill 27,577 Intangible assets 28,210 Total assets acquired 63,616 Operating lease liabilities, current portion 656 Deferred revenue, current portion 1,449 Operating lease liabilities, less current portion 1,657 Total liabilities assumed 3,762 Total purchase price $ 59,854 The fair value of the assets acquired and liabilities assumed is subject to change within the measurement period (up to one year from the Acquisition date), as the valuation is finalized and if new information becomes available. The Company does not expect the change to be material. Intangible assets included customer relationships of $15.5 million, developed technology of $10.2 million, non-compete of $1.6 million, and trade name of $0.9 million, which are amortized on a straight-line basis over 15 years, 6 years, 5 years, and 3 years, respectively, and over a weighted average period of 10.8 years. The Company applied significant judgment in determining the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions including customer attrition rate, royalty rate and technology migration curve. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Acquisition. This goodwill is deductible for income tax purposes. The Company has not presented the supplemental pro forma information for revenue and earnings related to the Acquisition, as it is deemed impracticable to determine and disclose this information, due to the unavailability of the information provided to the Company by Deloitte & Touche LLP, management’s inability to reasonably estimate the amounts from the carve out business and due to the difference in fiscal year-ends of the Company and Deloitte & Touche LLP. Goodwill The following table summarizes the changes in the carrying amount of goodwill (in thousands): Balance at September 30, 2020 $ 39,283 Addition from Acquisition 27,577 Balance at December 31, 2020 $ 66,860 Intangible Assets Intangible assets consisted of the following (in thousands): Estimated As of December 31, 2020 Useful Life Gross Carrying Accumulated Net Carrying Intangible Assets: Customer relationships 3-15 $ 52,109 $ (15,648) $ 36,461 Developed technology 5-6 22,333 (9,826) 12,507 Non-compete 5 1,600 — 1,600 Trade name 3 850 — 850 Total $ 76,892 $ (25,474) $ 51,418 Estimated As of September 30, 2020 Useful Life Gross Carrying Accumulated Net Carrying Intangible Assets: Customer relationships 3-10 $ 36,599 $ (14,758) $ 21,841 Developed technology 5-6 12,083 (9,544) 2,539 Total $ 48,682 $ (24,302) $ 24,380 The Company recorded amortization expense related to the acquired intangible assets of $1.2 million for both the three months ended December 31, 2020 and 2019. Estimated future amortization expense for the intangible assets as of December 31, 2020 is as follows (in thousands): Fiscal Year Remaining fiscal 2021 $ 6,024 2022 8,032 2023 7,186 2024 6,691 2025 6,620 2026 and thereafter 16,865 Total future amortization $ 51,418 |