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Business Acquisition | 3 Months Ended
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Mar. 31, 2023
Business Combinations [Abstract] |
Business Acquisition | 3. BUSINESS ACQUISITION On December 1, 2022, the Company acquired substantially all of the assets of Coding Dojo. Founded in 2013, Coding Dojo offers computer programming and general technology upskilling and reskilling development opportunities supported by its quality technology platform and in-demand courses including software development, data science and cybersecurity. Coding Dojo is reported within the CTU segment. The preliminary purchase price of $64.9 million includes an initial $52.8 million cash payment funded with cash from operations as well as an estimate of the fair value of contingent consideration of $12.7 million and estimated post-closing working capital adjustments. Pursuant to the purchase agreement, a portion of the post-closing contingent consideration payment will be made in early 2024, with the remainder to be paid in early 2025 up to total maximum payments of $15.0 million, with the final payment amounts to be based upon achievement of certain financial metrics. Additionally, pursuant to the terms of the acquisition agreement, $7.5 million of the initial cash payment was set aside in escrow accounts to secure indemnification obligations of the seller after closing and fund any post-closing working capital adjustments and is reflected as restricted cash on our unaudited condensed consolidated balance sheets. The preliminary purchase price of $64.9 million was allocated to estimated fair values of acquired tangible and identifiable intangible assets of $78.5 million and assumed liabilities of $13.6 million as of December 1, 2022. Intangible assets acquired include customer relationships with an estimated fair value of approximately $1.3 million and an estimated useful life of 1 year, a trade name with an estimated fair value of approximately $5.1 million and an estimated useful life of 10 years and developed technology with an estimated fair value of $6.0 million and an estimated useful life of 5 years. Based on our preliminary purchase price allocation, we have recorded goodwill of $59.8 million. Goodwill reflects the revenue growth opportunities following the acquisition. Substantially all of this goodwill balance will not be deductible for income tax reporting purposes. Subsequent adjustments may be made to the purchase price allocation once the fair values of acquired assets and liabilities, as well as the fair value of contingent consideration, are finalized. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of December 1, 2022 (dollars in thousands):
(Preliminary) |  | Coding Dojo |
Assets: |  | December 1, 2022 |
Student receivables, net |  | $ | 5,344 |
Prepaid and other assets |  |  | 408 |
Property, equipment and ROU assets |  |  | 552 |
Intangible assets subject to amortization |  |  |
Trade name |  |  | 5,100 |
Customer relationships |  |  | 1,260 |
Developed technology |  |  | 6,030 |
Goodwill |  |  | 59,806 |
Total assets acquired |  | $ | 78,500 |
Liabilities: |  |  |
Accounts payable and other accrued liabilities |  |  | 2,069 |
Deferred revenue |  |  | 10,324 |
Deferred tax liability, net |  |  | 1,221 |
Total liabilities assumed |  | $ | 13,614 |
Net assets acquired |  | $ | 64,886 |
The purchase price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. Pro forma financial information relating to the Coding Dojo acquisition is not presented because the acquisition is not deemed material to the Company.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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