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Acquisitions (Tables) | 12 Months Ended
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Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Fair Value Hierarchy | Based on the valuation inputs, the Company has recorded assets acquired and liabilities assumed according to the following fair value hierarchy:
Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 | Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability.
Level 3 | Unobservable inputs for the asset or liability
Summary of Total Consideration of the Acquisition | Under the terms of the Merger Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands):
Base purchase price | $ | 32,700 |
Fair value of earnout | 30,437 |
Net working capital true-up(1) | 3,527 |
Closing cash | 904 |
Closing indebtedness | (476) |
Total purchase consideration | $ | 67,092 |
(1) The Company recorded a $0.1 million measurement period adjustment to the carrying amount of goodwill related to the net working capital true-up for the year ended June 30, 2021. Under the terms of the Asset Purchase Agreement, the total consideration for the acquisition consisted of the following as of the acquisition date (in thousands):
Base purchase price | $ | 30,000 |
Net working capital true-up | (499) |
Total Purchase Consideration | $ | 29,501 |
Under the terms of the Stock Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands):
Base purchase price | $ | 20,000 |
Net working capital true-up | (483) |
Closing cash | 20 |
Total purchase consideration | $ | 19,537 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Description | Estimated Life | Amount
Cash and cash equivalents |  | $ | 955 |
Accounts receivable |  | 8,220 |
Other current assets |  | 459 |
Property and equipment, net |  | 51 |
Accounts payable |  | (2,922) |
Accrued expenses |  | (737) |
Other current liabilities |  | (8) |
Other liabilities |  | (1) |
Net tangible assets acquired |  | 6,017 |
Trade Name | 5 years | 2,680 |
Proprietary Software | 2-5 years | 1,042 |
Non-compete agreements | 3 years | 192 |
Customer relationships | 7 years | 16,069 |
Goodwill | Indefinite | 41,092 |
Total intangible assets acquired |  | 61,075 |
Net assets acquired |  | $ | 67,092 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Description | Estimated Life | Amount
Accounts receivable |  | $ | 1,301 |
Total tangible assets acquired |  | 1,301 |
Non-compete agreements | 5 years | 1,000 |
Vendor relationships | 9 years | 23,700 |
Goodwill | Indefinite | 3,500 |
Total intangible assets acquired |  | 28,200 |
Net Assets Acquired |  | $ | 29,501 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Description | Estimated Life | Amount
Cash and cash equivalents |  | $ | 20 |
Accounts receivable |  | 613 |
Other current assets |  | 28 |
Property and equipment, net |  | 287 |
Accounts payable |  | (280) |
Accrued expenses, including compensation and benefits |  | (45) |
Net tangible assets acquired |  | 623 |
Proprietary Software | 3 years | 550 |
Non-compete agreements | 5 years | 100 |
Customer relationships | 1 year | 200 |
Goodwill | Indefinite | 18,064 |
Total intangible assets acquired |  | 18,914 |
Net assets acquired |  | $ | 19,537 |

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- Definition Tabular disclosure of assets and liabilities by class, including financial instruments measured at fair value that are classified in shareholders' equity, if any, that are measured at fair value on a nonrecurring basis in periods after initial recognition (for example, impaired assets). Disclosures may include, but are not limited to: (a) the fair value measurements recorded and the reasons for the measurements and (b) the level within the fair value hierarchy in which the fair value measurements are categorized in their entirety (levels 1, 2, 3). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (bbb) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472 + Details
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