Business Combinations

3 Months Ended

Mar. 31, 2020

2020 Acquisitions

Acquisition of MedTouch

On January 6, 2020, the Company acquired substantially all of the assets of MedTouch, pursuant to the terms of an Asset Purchase Agreement. The acquisition of MedTouch expands the Company’s digital healthcare marketing services.

The Company has initially estimated the total allocable purchase price consideration to be $21.3 million. The purchase price was comprised of $13.9 million in cash paid and $1.9 million in Company common stock issued at closing, increased by $1.4 million for an estimated net working capital adjustment due to the seller. The purchase price also included $4.1 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller 12 months after the closing date of the acquisition with a maximum cash payout of $10.2 million. The Company incurred approximately $0.6 million in transaction costs, which were expensed when incurred.

The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):


Acquired tangible assets	$	4.6
Identified intangible assets	6.7
Liabilities assumed	(6.0)
Goodwill	16.0
Total purchase price	$	21.3

The amount of goodwill expected to be deductible for tax purposes, excluding contingent consideration, is $12.7 million.

Acquisition of Brainjocks

On March, 23, 2020, the Company acquired substantially all of the assets of Brainjocks, pursuant to the terms of an Asset Purchase Agreement. The acquisition of Brainjocks expands the Company’s strategic marketing and technical delivery services.

The Company has initially estimated the total allocable purchase price consideration to be $20.7 million. The purchase price was comprised of $15.4 million in cash paid and $2.3 million in Company common stock issued at closing, increased by $0.8 million for an estimated net working capital adjustment due to the seller. The purchase price also included $2.2 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller 12 months after the closing date of the acquisition with a maximum cash payout of $4.8 million. The Company incurred approximately $1.0 million in transaction costs, which were expensed when incurred. On May 4, 2020 pursuant to a separate Asset Purchase Agreement, the Company completed the acquisition of substantially all of the assets of Brainjocks Europe d.o.o. Novi Sad, an affiliate of Brainjocks operating in Serbia. With the completion of this acquisition, the Company now has facilities located in Novi Sad, Serbia.

The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):


Acquired tangible assets	$	6.8
Identified intangible assets	8.5
Liabilities assumed	(4.8)
Goodwill	10.2
Total purchase price	$	20.7

The amount of goodwill expected to be deductible for tax purposes, excluding contingent consideration, is $8.6 million.

The above purchase price accounting estimates are pending finalization of certain acquired tangible and intangible assets, contingent consideration valuation, and a net working capital settlement that is subject to final adjustment as the Company evaluates information during the measurement period.

The following table presents details of the intangible assets acquired during the three months ended March 31, 2020 (dollars in millions).


	Weighted Average Useful Life	Estimated Useful Life	Aggregate Acquisitions
Customer relationships	7 years	7 years	$	13.2
Customer backlog	1 year	1 year	1.1
Non-compete agreements	5 years	5 years	0.1
Trade name	1 year	1 year	0.1
Developed software	3 years	3 years	0.7
Total acquired intangible assets			$	15.2

2019 Acquisition

Acquisition of Sundog

On May 22, 2019, the Company acquired substantially all of the assets of Sundog, pursuant to the terms of an Asset Purchase Agreement. The Company’s total allocable purchase price consideration was $14.1 million. The purchase price was comprised of $10.3 million in cash paid and $1.3 million in Company common stock issued at closing, increased by $0.6 million as a result of the net working capital adjustment paid to the seller in the first quarter of 2020. The purchase price also included $1.9 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller 12 months after the closing date of the acquisition with a maximum cash payout of $3.6 million. As of March 31, 2020, the Company’s best estimate of the fair value of the contingent consideration was $2.5 million. The Company recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Unaudited Condensed Consolidated Statements of Operations of $0.4 million during the three months ended March 31, 2020.

The results of the 2019 and 2020 acquisitions have been included in the Company's interim unaudited condensed consolidated financial statements since the respective acquisition dates.

The aggregate amounts of revenue and net income of the MedTouch and Brainjocks acquisitions in the Unaudited Condensed Consolidated Statements of Operations from the respective acquisition dates to March 31, 2020 are as follows (in thousands):


	Acquisition Date to March 31, 2020
Revenues	$	4,380
Net income	$	42

Pro-forma Results of Operations

The following presents the unaudited pro-forma combined results of operations of the Company with the 2019 and 2020 acquisitions for the three months ended March 31, 2020 and 2019, after giving effect to certain pro-forma adjustments and assuming the 2020 acquisitions were acquired as of the beginning of 2019 and the 2019 acquisitions were acquired as of the beginning of 2018.

These unaudited pro-forma results are presented in compliance with the adoption of ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2019 or January 1, 2018 or of future results of operations of the consolidated entities (in thousands except per share data):


	Three Months Ended March 31,
	2020		2019
Revenues	$	148,172	$	143,388
Net income	$	9,605	$	5,478
Basic net income per share	$	0.30	$	0.17
Diluted net income per share	$	0.29	$	0.17
Shares used in computing basic net income per share	31,800		31,468
Shares used in computing diluted net income per share	32,981		32,434