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 these results in its Consolidated Financial Statements since the date of Acquisition. The Company incurred $2.5 million of acquisition-related expense during the year ended September 30, 2021, which was recorded as general and administrative expenses. The total purchase consideration was $57.8 million and reflected a $2.2 million net working capital adjustment from the contractual purchase price. The original estimate was $0.1 million in the first quarter of fiscal year 2021 which resulted in a measurement period adjustment of $2.1 million. The Company paid the entire purchase consideration in cash during the year ended September 30, 2021. 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 allocation of the purchase price in connection with the Acquisition (in thousands): Acquisition Date Fair Value Accounts receivable $ 3,844 Property and equipment, net 511 Operating lease right-of-use assets 2,764 Goodwill 26,382 Intangible assets 28,210 Total assets acquired 61,711 Operating lease liabilities, current portion 656 Deferred revenue, current portion 1,549 Operating lease liabilities, less current portion 1,657 Total liabilities assumed 3,862 Total purchase price $ 57,849 Intangible assets included customer relationships of $15.5 million, developed technology of $10.2 million, non-compete agreements 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. Fair value of the customer relationships was estimated using a multi-period excess earnings valuation method and fair value of the developed technology was estimated using a relief from royalty valuation method. The Company applied significant judgment in estimating the fair value of the customer relationships and developed technology intangible assets, which involved the use of significant assumptions. Significant assumptions used in the valuation of customer relationships intangible asset included subscription revenue growth rates, research and development expenses as percentage of revenue, discount rate, subscription gross margins, and customer attrition rate. Significant assumptions used in the valuation of developed technology intangible asset included royalty rate, obsolescence rate, and discount rate. 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 differing fiscal year-ends. Goodwill The following table summarizes the changes in the carrying amount of goodwill (in thousands): Balance at September 30, 2021 $ 65,665 Additions — Balance at June 30, 2022 $ 65,665 Intangible Assets Intangible assets consisted of the following (in thousands): Estimated As of June 30, 2022 Useful Life Gross Carrying Accumulated Net Carrying Intangible Assets: Customer relationships 3-15 $ 52,109 $ (22,536) $ 29,573 Developed technology 5-6 22,333 (14,081) 8,252 Non-compete agreements 5 1,600 (480) 1,120 Trade name 3 850 (425) 425 Total $ 76,892 $ (37,522) $ 39,370 Estimated As of September 30, 2021 Useful Life Gross Carrying Accumulated Net Carrying Intangible Assets: Customer relationships 3-15 $ 52,109 $ (19,092) $ 33,017 Developed technology 5-6 22,333 (11,954) 10,379 Non-compete agreements 5 1,600 (240) 1,360 Trade name 3 850 (212) 638 Total $ 76,892 $ (31,498) $ 45,394 The Company recorded amortization expense related to acquired intangible assets of $2.0 million and $6.0 million for the three and nine months ended June 30, 2022, respectively, and $2.0 million and $5.2 million for the three and nine months ended June 30, 2021, respectively. Estimated future amortization expense for the intangible assets as of June 30, 2022 is as follows (in thousands): Fiscal Year Remaining fiscal 2022 $ 2,008 2023 7,186 2024 6,691 2025 6,620 2026 6,069 2027 and thereafter 10,796 Total future amortization $ 39,370 |