XML 37 R27.htm IDEA: XBRL DOCUMENT v3.22.2
Business Combinations (Tables)
 6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Preliminary Allocation of the Purchase Price to the Assets Acquired and the Liabilities Assumed by the Company
The following tables represent the preliminary allocation of the respective purchase price to the assets acquired and the liabilities assumed by the Company as part of each acquisition included in the Company’s Consolidated Balance Sheets, and is reconciled to the respective purchase price transferred:
FDS Amplicare (1)
ReCept (2) (3)
MarkeTouch Media (4)
(In thousands)
Purchase price transferred:
Base purchase price$177,000 $100,000 $82,000 
Add: Closing cash465 6,569 237 
Add: Net working capital adjustment1,654 (7,357)147 
Less: Assumed indebtedness(653)(1,973)(15)
Total purchase price transferred$178,466 $97,239 $82,369 
FDS Amplicare
(Preliminary) (1)
ReCept
(Preliminary) (2) (3)
MarkeTouch Media
(Preliminary) (4)
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents$465 $— $237 
Accounts receivable and unbilled receivables5,330 2,383 2,302 
Prepaid expenses506 192 96 
Other current assets45 12,223 — 
Total current assets6,346 14,798 2,635 
Property and equipment444 172 177 
Operating lease right-of-use assets2,252 773 602 
Goodwill117,675 78,098 42,273 
Intangible assets70,000 28,100 38,000 
Other long-term assets51 195 2,850 
Total assets196,768 122,136 86,537 
Accounts payable950 219 473 
Accrued compensation1,312 1,756 — 
Accrued liabilities1,396 18,499 292 
Deferred revenues1,916 222 347 
Long-term deferred tax liabilities11,678 3,587 — 
Long-term operating lease liabilities920 614 206 
Other long-term liabilities130 — 2,850 
Total liabilities18,302 24,897 4,168 
Total purchase price$178,466 $97,239 $82,369 
Total purchase price, net of cash acquired$178,001 $90,670 $82,132 
_________________________________________________
(1)    During the fourth quarter of 2021, the Company recorded measurement period adjustments of $1.5 million to goodwill, consisting of an increase in intangible assets, accounts receivable and unbilled receivables, and long-term deferred tax liabilities of $0.4 million, $1.1 million, and $0.1 million, respectively, and a net working capital adjustment of $0.1 million. During the second quarter of 2022, the Company recorded a measurement period adjustment of $0.3 million to goodwill, consisting of an increase in long-term deferred tax liabilities.
(2)    Closing cash is included in other current assets due to its restrictive nature as cash held for customers.
(3)    During the second quarter of 2022, the Company recorded measurement period adjustments of $3.5 million to goodwill, consisting of a purchase price adjustment of $5.2 million, partially offset by a decrease to other current assets of $1.7 million.
(4)    During the second quarter of 2022, the Company recorded a measurement period adjustment of $0.3 million to goodwill related to a purchase price adjustment.
Summary of Identifiable Intangible Assets Acquired
The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:
FDS Amplicare (1)
ReCeptMarkeTouch Media
Fair valueUseful life
(years)		Fair valueUseful life
(years)		Fair valueUseful life
(years)
(In thousands, except for years)
Customer relationships$59,900 23$28,100 23$34,100 26
Acquired technology7,700 
5 - 7
— —2,100 4
Backlog— —— —1,800 2
Trade names2,400 5— —— —
Total purchased intangible assets$70,000 $28,100 $38,000 
_________________________________________________
(1)    During the fourth quarter of 2021, the Company recorded a measurement period adjustment of $0.4 million in customer relationships.
Pro Forma Financial Information
Three Months Ended June 30,Six Months Ended June 30,
20212021
(In thousands)
Pro forma revenues$290,970 $559,891 
Pro forma net income$20,827 $33,893