On September 1, 2021 (acquisition date), the Company acquired 100% of the outstanding equity interests of Invoice2go. The results of Invoice2go's operations have been included in the accompanying condensed consolidated financial statements since the acquisition date. Invoice2go provides mobile-first accounts receivable software that empowers SMBs and freelancers to grow their client base, manage invoicing and payments, and build their brand. Invoice2go has operations in the U.S. and in Australia, and serves a large global customer base of SMBs. The acquisition of Invoice2go will enhance the Company’s ability to provide an expanded product solution to enable SMBs to manage accounts payable, corporate card spend, and accounts receivable all in one place. Additionally, the acquisition will expand the market opportunity for the Company by offering Invoice2go's product to its existing customers and network members and vice versa.

The acquisition purchase consideration totaled $674.3 million, which consisted of the following (in thousands):


Equity consideration (1)	$	510,218
Cash		164,087
Total	$	674,305

(1) This includes 1,788,372 shares of the Company’s common stock issued with a fair value based upon the opening market price on the acquisition date. This also includes the stock options assumed to replace stock options that were outstanding on the acquisition date under Invoice2go's 2014 Equity Incentive Plan (Invoice2go 2014 Plan). The fair value of these stock options was $21.7 million, which was the amount attributable to the pre-combination requisite service period.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):


Cash and cash equivalents	$	19,738
Accounts receivable and other assets		4,518
Intangible assets		91,219
Total identifiable assets acquired		115,475
Accounts payable and other liabilities		(26,618	)
Net identifiable assets acquired		88,857
Goodwill		585,448
Net assets acquired	$	674,305

The preliminary fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows:


	Preliminary fair value		Weighted-average useful life (In years)
Customer relationships	$	61,269		10.0
Developed technology		15,908		3.0
Trade name		14,042		3.0
Total	$	91,219		7.7

Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 12.3%.

Developed technology was measured at fair value using the relief-from-royalty method of the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from existing technology, a pre-tax royalty rate of 15.0% and a discount rate of 12.3%.

Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 2.5% and a discount rate of 12.3%.

The $585.4 million goodwill is attributable primarily to the expected synergies and economies of scale expected from combining the operations of both entities, and intangible assets that do not qualify for separate recognition, including assembled workforce acquired through the acquisition. None of the goodwill is expected to be deductible for income tax purposes. As a result of ASU 2021-08 adoption on October 1, 2021, retrospectively to September 1, 2021, the Company recorded adjustments of $8.0 million to increase goodwill and deferred revenue, and an immaterial amount to deferred income tax liability.

The Company recognized $3.7 million of acquisition-related costs that were expensed in the current period. These costs are shown as part of general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company also recognized $0.2 million in costs associated with the issuance and registration of the shares issued as consideration in the acquisition of Invoice2go. Those costs were reported as a reduction of additional paid-in capital within stockholders’ equity.

The amounts of Invoice2go’s total revenues that were included in the Company’s condensed consolidated statements of operations during the three and nine months ended March 31, 2022, were approximately $10 million and $23 million, respectively. The amounts of Invoice2go’s net loss that were included in the Company’s condensed consolidated statements of operations during the three and nine months ended March 31, 2022 were approximately $13 million and $28 million, respectively.

The unaudited pro forma information below summarizes the combined results (in thousands) of the Company and Invoice2go as if the Company’s acquisition of Invoice2go closed on July 1, 2020, but does not necessarily reflect the

combined actual results of operations of the Company and Invoice2go that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects certain adjustments that were directly attributable to the acquisition of Invoice2go, including additional depreciation and amortization adjustments for the fair value of the assets acquired and liabilities assumed. The pro forma net loss for the nine months ended March 31, 2022 was adjusted to exclude nonrecurring acquisition-related costs of $19.0 million. The pro forma net loss for the nine months ended March 31, 2021 was adjusted to include nonrecurring acquisition-related costs of $20.6 million.


	Three months ended March 31,			Nine months ended March 31,
	2021			2022			2021
Total revenue	$	69,168		$	448,256		$	186,788
Net loss	$	(34,732	)	$	(242,194	)	$	(97,157	)

On June 1, 2021, the Company acquired 100% of the outstanding equity interests of Divvy for total consideration (equity and cash) of $2.3 billion. Following the acquisition of Divvy, the Company has a period of not more than 12 months to finalize the fair values of assets acquired and liabilities assumed, including valuations of identifiable intangible assets and indemnification asset related to certain assumed liabilities at the acquisition date of Divvy. The Company continues to refine its estimates and assumptions used in the valuation of the assets acquired and liabilities assumed.

As of September 30, 2021, the Company remeasured the fair value of the leases acquired and the replacement stock based awards included in the purchase consideration. The effect of these measurement period adjustments resulted in a decrease of goodwill by $2.7 million as of September 30, 2021.

The unaudited pro forma information below summarizes the combined results (in thousands) of the Company and Divvy as if the Company’s acquisition of Divvy closed on July 1, 2019 but does not necessarily reflect the combined actual results of operations of the Company and Divvy that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects certain adjustments that were directly attributable to the acquisition of Divvy, including additional depreciation and amortization adjustments for the fair value of the assets acquired and liabilities assumed.


	Three months ended March 31, 2021			Nine months ended March 31, 2021
Total revenue	$	80,808		$	210,787
Net loss	$	(75,131	)	$	(222,918	)