XML 18 R9.htm IDEA: XBRL DOCUMENT
v3.23.3

BUSINESS COMBINATIONS | 9 Months Ended
--- | ---
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS Acquisition of HooYu Ltd On March 23, 2022, the Company completed the acquisition (the “HooYu Acquisition”) of HooYu Ltd (“HooYu”) pursuant to the Purchase Agreement (the “Purchase Agreement”) dated March 23, 2022, by and among the Company and certain persons identified in the Purchase Agreement (the “Sellers”). Pursuant to the Purchase Agreement, the Company, among other things, acquired 100% of the outstanding share capital of HooYu, a leading global customer onboarding platform designed to increase the integrity of KYC and maximize the success of customer onboarding. As consideration for the HooYu Acquisition, the Company paid aggregate consideration in the amount of $129.1 million (the “Closing Consideration”), as such amount may be adjusted for transaction expenses and indebtedness. Pursuant to the Purchase Agreement, $1.6 million was withheld as a reduction to the Closing Consideration and was retained by the Company for the final working capital adjustments and indemnification of certain tax matters under the Purchase Agreement. The Company incurred $3.2 million of expense in connection with the acquisition primarily related to legal fees, outside service costs, foreign currency and realized losses on investments, and travel expense, which are included in amortization and acquisition-related costs in the condensed consolidated statements of operations and other comprehensive income (loss). On March 23, 2022, using cash on hand, the Company transferred an aggregate of $127.5 million to the Sellers and its third-party legal and investment advisors, net of cash acquired of $0.5 million. In July 2022 the Company paid an additional $0.4 million to the Sellers in settling final working capital. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed from the HooYu Acquisition as of June 30, 2023 (amounts in thousands):
|  |  | HooYu |
Accounts receivable |  |  | $ | 1,234 |  |
Property, plant, and equipment |  |  | 504 |  |
Other current assets |  |  | 630 |  |
Intangible assets |  |  | 73,100 |  |
Goodwill |  |  | 74,206 |  |
Current liabilities |  |  | (2,264) |  |
Deferred revenue |  |  | (2,612) |  |
Deferred income tax liabilities |  |  | (16,896) |  |
Net assets acquired |  |  | $ | 127,902 |  |
The goodwill recognized is due to expected market participant synergies and other factors and is not expected to be deductible for income tax purposes. The Company estimated the fair value of identifiable acquisition-related intangible assets with definite lives primarily based on discounted cash flow projections that were estimated to arise from these assets. The Company exercised significant judgment with regard to assumptions used in the determination of fair value such as with respect to discount rates and the determination of the estimated useful lives of the intangible assets. The following table summarizes the estimated fair values and estimated useful lives of intangible assets with definite lives acquired from the HooYu Acquisition as of June 30, 2023 (amounts in thousands, except for years):
| Amortization Period |  | Amount assigned
Completed technologies | 7 years |  | $ | 61,400 |
Customer relationships | 5 years |  | 5,000 |
Trade name | 5 years |  | 6,100 |
Covenants not to compete | 3 years |  | 600 |
Total intangible assets acquired |  |  | $ | 73,100 |
The following unaudited pro forma financial information should not be taken as representative of the Company’s future consolidated results of operations and includes adjustments for the amortization expense related to the identified intangible assets. The following table summarizes the Company’s unaudited pro forma financial information and is presented as if the HooYu Acquisition occurred on October 1, 2021 (amounts shown in thousands):
| Three months ended June 30, 2022 As Restated |  |  | Nine months ended June 30, 2022 As Restated |  |  |  |  |
Pro forma revenue | $ | 39,195 |  |  |  | $ | 110,915 |  |  |  |  |  |  |  |  |  |
Pro forma net income (loss) | $ | (215) |  |  |  | $ | (6,311) |  |  |  |  |  |  |  |  |  |
The following table summarizes the results of HooYu that are included in the Company’s consolidated results (amounts shown in thousands):
| Three Months Ended June 30, |  | Nine Months Ended June 30,
| 2023 |  | 2022 As Restated |  | 2023 |  | 2022 As Restated
Revenue | $ | 4,100 |  |  | $ | 2,653 |  |  | $ | 10,124 |  |  | $ | 2,958 |
Net income (loss) | $ | (3,028) |  |  | $ | (3,764) |  |  | $ | (10,798) |  |  | $ | (4,015) |

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration