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BUSINESS COMBINATIONS | 6 Months Ended
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Sep. 30, 2024
BUSINESS COMBINATIONS [Abstract] |
BUSINESS COMBINATIONS |
15. | BUSINESS COMBINATIONS
BAILIWICK SERVICES, LLC (“Bailiwick”) On August 19, 2024, our subsidiary, ePlus Technology, inc., acquired 100% of the membership interests of Bailiwick. Based near Minneapolis, Minnesota, Bailiwick is a provider of professional and managed services with nearly 30 years in the business. Bailiwick specializes in serving enterprise customers that operate large store, branch, and campus footprints predominantly in the retail, financial services, restaurant, and hospitality markets. Our preliminary sum for consideration transferred is $124.9 million, which consists of $126.2 million paid in cash at closing, less $1.5 million cash acquired, plus an estimated $0.3 million adjustment due to the sellers based on adjustments to a determination of the total net assets at closing. Our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):
|  | Acquisition Date Amount |
Accounts receivable |  | $ | 41,719 |
Contract assets |  |  | 7,712 |
Other assets |  |  | 20,669 |
Identified intangible assets |  |  | 58,370 |
Accounts payable and other liabilities |  |  | (38,946 | )
Contract liabilities |  |  | (6,216 | )
Total identifiable net assets |  |  | 83,308 |
Goodwill |  |  | 41,610 |
Total purchase consideration |  | $ | 124,918 |
The identified intangible assets of $58.4 million consists of customer relationships of $49.7 million with an estimated useful life of ten years and trade name of $8.7 million with a preliminary useful life of seven years. We recognized goodwill related to this transaction of $41.6 million, which was assigned to our professional services and product segments. The goodwill recognized in the Bailiwick acquisition is attributable to the acquired assembled workforce and expected synergies, none of which qualify for recognition as a separate intangible asset. The total amount of goodwill expected to be deductible for tax purposes is $43.5 million. The amount of revenues and earnings of the acquiree since the acquisition date are not material. Likewise, the impact to the revenue and earnings of the combined entity for the current reporting period as though the acquisition date had been April 1, 2024, is not material. NETWORK SOLUTIONS GROUP (“NSG”) On April 30, 2023, our subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of NSG, formerly a business unit of CCI Systems, Inc., a Michigan-based provider of networking services and solutions. This acquisition is helping to drive additional growth for us in the service provider end-markets with enhanced engineering, sales, and services delivery capabilities specific to the industry. Our sum for consideration transferred was $48.6 million, which consists of $59.6 million paid in cash at closing minus $11.0 million that was paid back to us during the quarter ended September 30, 2023, by the sellers based on adjustments to a determination of the total net assets delivered. Our allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):
|  | Acquisition Date Amount |
Accounts receivable |  | $ | 20,419 |
Other assets |  |  | 1,940 |
Identified intangible asset |  |  | 29,960 |
Accounts payable and other liabilities |  |  | (24,758 | )
Contract liabilities |  |  | (1,086 | )
Total identifiable net assets |  |  | 26,475 |
Goodwill |  |  | 22,128 |
Total purchase consideration |  | $ | 48,603 |
The identified intangible asset of $30.0 million consists of customer relationships with an estimated useful life of seven years. The fair value of acquired accounts receivable equals the gross contractual amounts receivable. We expect to collect all acquired accounts receivable. We recognized goodwill related to this transaction of $22.1 million, of which $19.7 million and $2.4 million were assigned to our product and professional services reporting segments, respectively. The goodwill recognized in the acquisition is attributable to the acquired assembled workforce and expected synergies, none of which qualify for recognition as a separate intangible asset. The total amount of goodwill is expected to be deductible for tax purposes. The amount of revenues and earnings of the acquiree since the acquisition date are not material. Likewise, the impact to the revenue and earnings of the combined entity for the current reporting period as though the acquisition date had been April 1, 2023, is not material.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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