Business Acquisition

9 Months Ended

Sep. 30, 2023

3. BUSINESS ACQUISITION

On December 1, 2022, the Company acquired substantially all of the assets of Coding Dojo.

Founded in 2013, Coding Dojo offers computer programming and general technology upskilling and reskilling development opportunities supported by its quality technology platform and in-demand courses including software development, data science and cybersecurity. Coding Dojo is reported within the CTU segment.

The final purchase price of $62.7 million for Coding Dojo was allocated to the fair values of acquired tangible and identifiable intangible assets of $77.8 million and assumed liabilities of $15.1 million as of December 1, 2022. Intangible assets acquired include customer relationships with a fair value of approximately $1.3 million and a useful life of 1 year, a trade name with a fair value of approximately $5.1 million and a useful life of 10 years and developed technology with a fair value of $6.0 million and a useful life of 5 years. Based on our final purchase price allocation, we have recorded goodwill of $57.0 million. Goodwill reflects the revenue growth opportunities following the acquisition. Substantially all of this goodwill balance will not be deductible for income tax reporting purposes.

The following table summarizes the fair values of assets acquired and liabilities assumed as of December 1, 2022 (dollars in thousands):


	Coding Dojo
Assets:	December 1, 2022
Student receivables, net	$	5,171
Prepaid and other assets		408
Property, equipment and ROU assets		1,121
Intangible assets subject to amortization
Trade name		5,100
Customer relationships		1,260
Developed technology		6,030
Deferred tax asset, net		1,731
Goodwill		57,027
Total assets acquired	$	77,848
Liabilities:
Accounts payable and other accrued liabilities		2,664
Deferred revenue		12,451
Total liabilities assumed	$	15,115

Net assets acquired	$	62,733

Pro forma financial information relating to the Coding Dojo acquisition is not presented because the acquisition is not deemed material to the Company.