Business Combination

12 Months Ended

Mar. 31, 2021

During fiscal 2020, on October 1, 2019, we completed the acquisition of Hedvig Inc., a Delaware corporation, (“Hedvig”), for a purchase price of $163,205, which consisted of $157,589 of cash, $1,616 of restricted stock units and $4,000 of contingent consideration. In the fourth quarter of fiscal 2020 we reduced our estimate of the contingent consideration to $217. The decrease in this liability was reflected as a gain in the Consolidated Statements of Operations for the year ended March 31, 2020.

We also entered into compensation arrangements with the employees of Hedvig. This included the issuance of restricted stock units that vest over the next three years (a portion of which is allocated to the purchase price). Refer to Note 10 of the consolidated financial statements for further discussion on stock awards. Additionally, certain Hedvig shareholders will receive cash payments totaling $14,100 over the course of the 30 months following the date of acquisition, contingent on their continued employment with us. While these payments are proportionate to these shareholders' ownership of Hedvig, under U.S. GAAP they are accounted for as compensation expense over the course of the 30 month service period, and not included in the purchase price.

The following table summarizes the purchase price and purchase price allocation made as of the date of acquisition:


Purchase price allocation:
Cash paid at closing	157,589
Fair value of restricted stock units included in purchase price	1,616
Fair value of contingent consideration	4,000
Total purchase price	$	163,205

Assets acquired and liabilities assumed:
Cash	94
Trade accounts receivable	1,074
Other current assets	104
Property and equipment	202
Intangible assets	52,000
Other assets	682
Accounts payable and accrued liabilities	(1,060)
Deferred revenue	(2,231)
Operating lease liability, net of operating lease assets	(11)
Deferred tax liability	(84)
Total identifiable net assets acquired and liabilities assumed	50,770
Goodwill	112,435
Total purchase price	$	163,205

Contingent consideration

The contingent consideration arrangement required us to pay up to $8,000 of cash to the former owners of Hedvig, contingent on us receiving one or more bona fide and valid purchase orders from a specified customer, no later than April 30, 2020. At the time the acquisition was completed, the fair value of the contingent consideration was estimated to be $4,000 based on a probability weighted-average approach and was included in the purchase price. As of March 31, 2020, we expected to receive one valid purchase order prior to April 30, 2020 from the specified customer; therefore, the fair value was estimated to be $217 with the revaluation of $3,783 recorded in Net change in contingent consideration in the Consolidated Statements of Operations. As of April 30, 2020, we received the one valid purchase order from the specified customer of $217 which resulted in the release of $7,783 of restricted cash during the first quarter of fiscal year 2021.