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

$

717

Accounts receivable

2,011

Contract assets

1,415

Prepaid expense and other assets

308

Equipment and improvements

879

Contract assets, net of current

2,581

Operating lease assets

957

Deferred income tax asset

1,274

Other assets

50

Accounts payable

(1,773

)

Accrued compensation and related benefits

(917

)

Contract liabilities

(6,247

)

Operating lease liabilities

(533

)

Other current liabilities

(964

)

Contract liabilities, net of current

(11,644

)

Operating lease liabilities, net of current

(639

)

Total preliminary net tangible assets acquired and liabilities assumed

(12,525

)

Preliminary fair value of identifiable intangible assets acquired:

Goodwill

54,544

Re-acquired rights

6,250

Customer relationships

5,500

Data health database

1,950

Total identifiable intangible assets acquired

68,244

Total preliminary purchase price

$

55,719