Preliminary

Purchase Price

Initial purchase price

$

50,449

Fair value of contingent consideration

3,700

Payment for option to early terminate lease

2,000

Working capital adjustment

(430

)

Total preliminary purchase price

$

55,719

Preliminary fair value of the net tangible assets acquired and liabilities assumed:

Cash and cash equivalents

$

857

Accounts receivable

1,874

Contract assets

1,415

Prepaid expense and other assets

332

Equipment and improvements

879

Contract assets, net of current

2,581

Deferred income tax asset

1,309

Operating lease assets

957

Other assets

50

Accounts payable

(1,205

)

Accrued compensation and related benefits

(917

)

Contract liabilities

(6,247

)

Other current liabilities

(1,272

)

Operating lease liabilities

(533

)

Contract liabilities, net of current

(11,644

)

Operating lease liabilities, net of current

(639

)

Total preliminary net tangible assets acquired and liabilities assumed

(12,203

)

Preliminary fair value of identifiable intangible assets acquired:

Goodwill

54,072

Re-acquired rights

6,350

Customer relationships

5,550

Data health database

1,950

Total identifiable intangible assets acquired

67,922

Total preliminary purchase price

$

55,719