Acquisition of Insignia Health, LLC

On December 3, 2021, the Company entered into an agreement to acquire 100% of the outstanding equity of Insignia, a founder-led and mission-oriented company for cash consideration of $37,208. Insignia provides coaching and education solutions in conjunction with Insignia's exclusive worldwide license to the PAM. The PAM is a survey measuring a patient's knowledge, skills and ability to manage their care. The Company acquired Insignia to enable the Company to understand and engage patients in more personalized ways based on their level of activation. The acquisition of Insignia was accounted for as a business combination.

The following table summarizes the purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration:


Cash consideration paid to sellers	$	37,112
Liabilities incurred to sellers	96
Total fair value of acquisition consideration	$	37,208

The following table summarizes the calculation of cash paid for the acquisition of Insignia, net of cash acquired per the Company's consolidated statement of cash flows for the year ended January 31, 2022.


Cash consideration paid to sellers	$	37,112
Less: Cash acquired	(2,689)
Cash paid for acquisition of Insignia, net of cash acquired per statement of cash flows	$	34,423

The purchase price was allocated to the tangible assets acquired, the identifiable intangible assets acquired and the liabilities assumed based on their acquisition-date estimated fair values or other measurement bases specified by ASC 805 - Business Combinations.

The following table summarizes the final allocation of the purchase price to the assets acquired and liabilities assumed at the date of acquisition:


Cash	$	2,689
Accounts receivable	994
Prepaid expenses and other assets	358
Operating lease right-of-use assets	606
Intangibles	10,700
Goodwill	25,410
Total assets acquired	40,757
Accounts payable	(84)
Accrued liabilities	(487)
Deferred revenue	(2,372)
Operating lease liabilities	(606)
Total purchase price	$	37,208

The components of intangible assets acquired were as follows:


	Estimated Useful Life (in Years)	Fair Value
PAM license	15	$	6,200
Customer relationships	10	4,500
Total identifiable intangible assets acquired		$	10,700

The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of Insignia. The fair value of the acquired PAM license was estimated using the relief from royalty method. The fair value of customer relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each asset.

The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is not expected to be deductible for income tax purposes.

The goodwill recognized in the acquisition of Insignia is primarily attributable to expected synergies of the combined businesses driven by integrating the PAM into the Phreesia Platform and engaging with patients in more personalized ways based on their level of activation, as well as the acquisition of an assembled workforce. The goodwill is expected to be deductible for tax purposes.

During the fiscal year ended January 31, 2022, the Company incurred $720 of acquisition related costs for the acquisition of Insignia. These costs are primarily included within general and administrative expenses in our consolidated statement of operations.

Acquisition of QueueDr

On January 8, 2021, the Company entered into a stock purchase agreement with QueueDr to acquire 100% of the outstanding equity of QueueDr, an early-stage software company that automates the process of rescheduling cancellations and no-shows. We acquired QueueDr to enhance our appointments solution. The acquisition of QueueDr was accounted for as a business combination.

The following table summarizes the purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration:


Cash consideration paid on acquisition date	$	5,773
Liabilities incurred	2,111
Contingent consideration	2,240
Total fair value of acquisition consideration	$	10,124

The following table summarizes the calculation of cash paid for the acquisition of QueueDr, net of cash acquired per the Company's consolidated statement of cash flows for the year ended January 31, 2021:


Cash consideration paid on acquisition date	$	5,773
Payments of acquisition date fair value of contingent consideration	954
Less cash acquired	(217)
Cash paid for acquisition of QueueDr, net of cash acquired per statement of cash flows	$	6,510

During the fiscal year ended January 31, 2021, the Company incurred $282 of acquisition related costs for the acquisition of QueueDr. During the fiscal year ended January 31, 2022, the Company incurred $258 of expenses to remeasure the acquisition-date fair value of contingent consideration to its ultimate settlement amount of $1,544. Each of these costs were included within general and administrative expenses in our consolidated statements of operations.

During the years ended January 31, 2023 and, 2022, the Company recorded certain measurement period adjustments related to the acquisitions of Insignia and QueueDr. The financial impact of measurement period adjustments was not material.