XML 47 R11.htm IDEA: XBRL DOCUMENT v3.24.3
Business Combination
 6 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On April 15, 2024, we completed the acquisition of 100% of the shares of Appranix, Inc., a Boston-based cloud cyber resilience company, for a purchase price of $26,272, which consisted of $21,032 in cash (exclusive of $340 of contingent consideration) and $4,900 of unregistered restricted stock units. These stock units were valued based on the volume weighted average price of our share price for the thirty days preceding the close date. As a result, 50 unregistered restricted stock units were issued at a fair value of $98.98 per share. The primary reason for the business combination is to extend and enhance our product and service offerings in the cyber resiliency market.
During the three and six months ended September 30, 2024, we incurred acquisition-related costs of approximately $389 and $578, respectively, which were included in general and administrative expenses. The following table summarizes the purchase price and preliminary purchase price allocation as of the date of acquisition:
Purchase price allocation:
Cash consideration$21,032 
Fair value of unregistered restricted stock units4,900 
Fair value of contingent consideration340 
Total purchase price$26,272 
Assets acquired and liabilities assumed:
Cash$32 
Trade accounts receivable239 
Developed technology5,300 
Accrued liabilities(36)
Deferred revenue(98)
Deferred tax liability(1,457)
Total identifiable net assets acquired and liabilities assumed3,980 
Goodwill22,292 
Total purchase price$26,272 

The purchase price allocation is preliminary as it relates to the valuation of income taxes. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date.
Contingent Consideration
The contingent consideration arrangement requires us to pay up to $4,000 in cash to the former owner of Appranix, contingent upon the achievement of certain financial metrics measured on December 31, 2024 and June 30, 2025. The actual consideration can range from $0 to $4,000. The fair value of the contingent liability was estimated to be $340 using a Monte Carlo simulation model and is included in accrued liabilities on the consolidated balance sheets. At the end of each reporting period after the acquisition date, the arrangement is remeasured at its fair value, with changes in fair value recorded through the consolidated statements of operations as general and administrative expenses. As of September 30, 2024, we continue to estimate the fair value of the liability at $340.
Actual and Unaudited Pro Forma Information
We completed the acquisition of Appranix on April 15, 2024, and accordingly, Appranix's operations for the period from April 15, 2024 to September 30, 2024 are included in our consolidated statements of operations. Appranix contributed revenues of approximately $499 and $993, and estimated net loss of approximately $286 and $420, for the three and six months ended September 30, 2024, respectively.
The following unaudited pro forma results of operations have been prepared using the acquisition method of accounting to give effect to the Appranix acquisition as though it occurred on April 1, 2023. The pro forma amounts reflect certain adjustments, such as expenses related to the noncash amortization of intangible assets and acquisition-related costs. The fiscal 2025 supplemental pro forma net income was adjusted to exclude $578 of acquisition-related costs incurred in fiscal 2025. The fiscal 2024 supplemental pro forma net income was adjusted to include these charges. In addition to estimated operating expenses, both periods include noncash amortization expenses related to intangible assets as if the acquisition had taken place on April 1, 2023.
The unaudited pro forma financial information is presented for illustrative purposes only, is based on a purchase price allocation, and is not necessarily indicative of the results of operations that would have actually been reported had the acquisition occurred on April 1, 2023, nor is it necessarily indicative of the future results of operations of the combined company.
Unaudited
Three Months Ended September 30,Six Months Ended
September 30,
2024202320242023
Revenue $233,278 $201,476 $458,444 $400,045 
Net income$15,954 $12,481 $34,536 $24,707