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ACQUISITIONS | 3 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | ACQUISITIONS During the three months ended December 31, 2022 and 2021, the Company acquired the following intangible assets and businesses: Residual Buyouts From time to time, the Company acquires future commission streams (or "residuals") from sales agents in exchange for an upfront cash payment. This results in an increase in overall gross processing volume to the Company. The residual buyouts are treated as asset acquisitions, resulting in recording a residual buyout intangible asset at cost on the date of acquisition. These assets are amortized using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are expected to be utilized over their estimated useful lives. During the three months ended December 31, 2022, the Company purchased $275 in residuals using a combination of cash on hand and borrowings on the Company's revolving credit facility. The acquired residual buyout intangible asset has an estimated amortization period of eight years. The Company did not acquire any residuals during the three months ended December 31, 2021. Purchase of Celtic Cross Holdings, Inc. and Celtic Systems Pvt. Ltd. During the three months ended December 31, 2022, the Company completed the acquisition of substantially all of the assets of Celtic Cross Holdings, Inc., in Scottsdale, Arizona and Celtic Systems Pvt. Ltd. in Vadodara, India (collectively "Celtic") to expand the Company’s software offerings in the Public Sector vertical. Celtic is within the Software and Services segment. Total purchase consideration consisted of $85,000 in cash consideration, funded by proceeds from the Company's revolving credit facility. Certain of the purchase price allocations assigned for this acquisition is considered preliminary as of December 31, 2022. The goodwill associated with the Celtic acquisition is deductible for tax purposes. The acquired customer relationships intangible assets has an estimated amortization period of eighteen years. The trade name and non-compete agreements associated with the acquisition have amortization periods of five years and three years, respectively. The weighted-average amortization period for all intangibles acquired is eighteen years. The acquired capitalized software has a weighted-average amortization period of ten years. Acquisition-related costs for this acquisition amounted to approximately $1,567 and were expensed as incurred. Summary of Celtic Cross Holdings, Inc. and Celtic Systems Pvt. Ltd. The fair values assigned to certain assets and liabilities assumed, as of the acquisition date, were as follows:
Accounts receivable | $ | 8,217 |
Inventories | — |
Prepaid expenses and other current assets | 110 |
Property and equipment | 5,437 |
Capitalized software | 12,600 |
Customer relationships | 33,800 |
Non-compete agreements | 200 |
Trade name | 600 |
Goodwill | 42,315 |
Total assets acquired | 103,279 |
Accounts payable | 9 |
Accrued expenses and other current liabilities | 3,134 |
Deferred revenue, current | 3,160 |
Other long-term liabilities | 11,976 |
Net assets acquired | $ | 85,000 |
Other Business Combinations during the three months ended December 31, 2022 Effective October 1, 2022, the Company completed the acquisition of another business to expand the Company's software offerings. The total purchase consideration consisted of $4,497 in cash consideration, funded by proceeds from the Company's revolving credit facility. In connection with this acquisition, the Company allocated approximately $104 of the consideration to net working capital, approximately $39 of the consideration to purchase price to property and equipment, approximately $30 of the consideration to capitalized software, approximately $1,480 of the consideration to customer relationships, and the remainder, approximately $2,844, to goodwill, which is deductible for tax purposes. Certain of the purchase price allocations assigned for this acquisition is considered preliminary as of December 31, 2022. The acquired capital software and customer relationships intangible asset have estimated amortization periods of eight years and ten years, respectively. Pro Forma Results of Operations for Business Combinations during the three months ended December 31, 2022 The following unaudited supplemental pro forma results of operations have been prepared as though each of the acquired businesses in the three months ended December 31, 2022 had occurred on October 1, 2021. Pro forma adjustments were made to reflect the impact of depreciation and amortization, changes to executive compensation and the increased debt, all in accordance with ASC 805. This supplemental pro forma information does not purport to be indicative of the results of operations that would have been attained had the acquisitions been made on these dates, or of results of operations that may occur in the future.
| Three months ended December 31,
| 2022 |  | 2021
Revenue | $ | 86,029 |  |  | $ | 79,109 |
Net income (loss) | $ | 169 |  |  | $ | (5,267) |
Business Combinations during the year ended September 30, 2022 During the year ended September 30, 2022, the Company completed the acquisitions of three businesses to expand the Company’s software offerings in the Public Sector and Healthcare vertical markets. Certain of the purchase price allocations assigned for these acquisitions are considered preliminary as of December 31, 2022. Total purchase consideration was $107,681, including $101,400 in cash consideration, funded by proceeds from the Company's revolving credit facility, and $6,281 of contingent consideration. The goodwill associated with two of the three acquisitions is deductible for tax purposes. The acquired customer relationships intangible assets have estimated amortization periods of between ten and nineteen years. The trade names have estimated weighted-average amortization periods of four years. The weighted-average amortization period for all intangibles acquired is fifteen years. The acquired capitalized software have amortization periods of seven years. Acquisition-related costs for these businesses amounted to approximately $773 and were expensed as incurred. Certain provisions in the purchase agreements provide for additional consideration of up to $23,000, in the aggregate, to be paid based upon the achievement of specified financial performance targets, as defined in the purchase agreements, through no later than September 2024. The Company determined the acquisition date fair values of the liabilities for the contingent consideration based on probability forecasts and discounted cash flow analyses. In each subsequent reporting period, the Company will reassess its current estimates of performance relative to the targets and adjust the contingent liabilities to their fair values through earnings See additional disclosures in Note 10. Summary of Business Combinations during the year ended September 30, 2022 The fair values assigned to certain assets and liabilities assumed, as of the acquisition dates, during the year ended September 30, 2022 were as follows:
Accounts receivable | $ | 651 |
Settlement assets | 685 |
Inventories | — |
Prepaid expenses and other current assets | 83 |
Property and equipment | 190 |
Capitalized software | 9,790 |
Acquired merchant relationships | 41,090 |
Non-compete agreements | — |
Trade name | 1,550 |
Goodwill | 61,347 |
Operating lease right-of-use assets | 263 |
Other assets | 22 |
Total assets acquired | 115,671 |
Accrued expenses and other current liabilities | 287 |
Settlement obligations | 685 |
Deferred revenue, current | 30 |
Current portion of operating lease liabilities | 82 |
Operating lease liabilities, less current portion | 181 |
Other long-term liabilities | 6,725 |
Net assets acquired | $ | 107,681 |

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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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