Business Combinations and Dispositions

9 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Business Combinations and Disposals

Business Combinations and Disposals

Gennius Acquisition

On March 11, 2015, we acquired Gennius, a provider of healthcare data analytics. The purchase price totaled $2,345. We accounted for the Gennius acquisition as a purchase business combination. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair values of acquired assets and liabilities assumed represent management’s estimate of fair value. The estimated fair value of the acquired tangible and intangible assets and liabilities assumed were determined using multiple valuation approaches depending on the type of tangible or intangible asset acquired, including but not limited to the income approach, the excess earnings method and the relief from royalty method approach. Goodwill arising from the acquisition of Gennius was determined as the excess of the purchase price over the net acquisition date fair values of the acquired assets and the liabilities assumed, and is not deductible for tax purposes. The Gennius goodwill represents the expected future synergies resulting from the integration of the Gennius healthcare data analytics technology, which will enhance our current enterprise analytics competencies and broaden our business intelligence capabilities for addressing new value-based care requirements. Gennius operates under the NextGen Division.

During the three months ended December 31, 2015, we recorded a $58 adjustment to goodwill based on additional information that became available during the measurement period about certain liabilities that had existed as of the acquisition date.

The total purchase price for the Gennius acquisition is summarized as follows:

	Gennius
Total cash purchase price	$	2,345

The following table summarizes the purchase price allocation for the Gennius acquisition:

	Gennius
Fair value of the net tangible assets acquired and liabilities assumed:
Other assets	$	4
Deferred revenues	(37		)
Other liabilities	(131		)
Total net tangible assets acquired and liabilities assumed	(164		)
Fair value of identifiable intangible assets acquired:
Software technology	1,800
Goodwill	709
Total identifiable intangible assets acquired	2,509
Total purchase price	$	2,345

The pro forma effects of the Gennius acquisition would not have been material to our results of operations and are therefore not presented.

Hospital Disposition

On October 22, 2015, we closed an Asset Purchase Agreement (the “Purchase Agreement”) with Quadramed Affinity Corporation in which we sold and assigned substantially all assets and liabilities of the Hospital Solutions Division. We believe that the Hospital disposition will allow us to focus our efforts and resources on our core ambulatory business. The financial terms of the transaction and the amount of consideration received were not significant. Since the Hospital disposition did not and is not expected to have a major effect on our operations and financial results, separate discontinued operations reporting is not provided.

We incurred a preliminary loss on the Hospital disposition of $1,366 in the three months ended December 31, 2015, which was recorded in our consolidated statements of comprehensive income as a component of selling, general and administrative expense. The loss was measured as the total consideration received and expected to be received less the lower of carrying value or fair value of the Hospital Solutions Division. Additionally, we incurred $387 in direct incremental costs of disposition and $335 in severance and other employee-related costs in connection with the Hospital disposition during the three months ended December 31, 2015.

Pursuant to the Purchase Agreement, the initial purchase price is subject to certain purchase price adjustments for changes in Net Tangible Assets (as defined in the Purchase Agreement) and future collections of the assigned accounts receivable through July 2016.