Affirm Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 8, 2024.
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Dec 31, 2023 · Filed Feb 8, 2024
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5. Acquisitions
- Acquisitions
There wereno acquisitions accounted for as business combinations completed in the six months ended December 31, 2023 and 2022.
Acquisitions completed during the year ended June 30, 2023
Butter Holdings Ltd
On February 1, 2023, we completed the closing of the transaction contemplated by a share purchase agreement entered into with certain sellers to acquire the entire issued share capital of Butter Holdings Ltd. (“Butter”), a buy now, pay later company based in the United Kingdom. The purchase price was comprised of (i) $14.9 million in cash, subject to adjustments in accordance with the purchase agreement, and (ii) $1.5 million settlement of subordinated secured notes.
The acquisition date fair value of the consideration transferred for Butter was approximately $16.3 million, which consisted of the following (in thousands):
| Cash | $14,863 |
|---|---|
| Settlement of subordinated secured notes | 1,475 |
| Total acquisition date fair value of the consideration transferred | $16,337 |
The acquisition was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). The acquired identifiable intangible assets have been recorded at their estimated fair values with the excess purchase price assigned to goodwill. The goodwill was primarily attributed to future synergies from integration. The goodwill is not expected to be deductible for income tax purposes.
The following table summarizes the allocation of the consideration paid of approximately $16.3 million to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):
| Cash and cash equivalents | $287 |
|---|---|
| Loans held for investment, net | 172 |
| Accounts receivable, net | 11 |
| Intangible assets | 9,243 |
| Other assets | 672 |
| Total assets acquired | 10,385 |
| Accounts payable | 568 |
| Accrued expenses and other liabilities | 2,923 |
| Total liabilities assumed | 3,491 |
| Net assets acquired | 6,894 |
| Goodwill | 9,443 |
| Total purchase price | $16,337 |
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):
| Fair Value | Useful Life (in years) | |
|---|---|---|
| Lending license | $9,243 | Indefinite |
The fair value of the intangible asset was determined by applying the with-and-without method. The fair value measurements are based on significant unobservable inputs, including management estimates and assumptions, and thus represents Level 3 measurements.
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