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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Schedule of Revenue, Net Loss and Unaudited Pro Forma Information | The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:
| Three Months Ended September 30, 2021
Revenues, net (1) | $ | 155,869 |
Net income attributable to the Company's stockholders (2) | $ | 23,469 |
(1) Includes $50 of a deferred revenue haircut recognized during the three months ended September 30, 2021.
(2) The Net income attributable to the Company's stockholders for the three months ended September 30, 2021 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements for more information.
| Nine Months Ended September 30, 2021
Revenues, net (1) | $ | 465,073 |
Net loss attributable to the Company's stockholders (2) | $ | (70,870) |
(1) Includes $4,399 of a deferred revenue adjustment recognized during the nine months ended September 30, 2021.
(2) The Net loss attributable to the Company's stockholders for the nine months ended September 30, 2021 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements for more information.
Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions | The following table summarizes the final purchase price allocation for this acquisition:
| Total
Accounts receivable | $ | 52,193 |
Prepaid expenses | 4,295 |
Other current assets | 68,001 |
Property and equipment, net | 4,136 |
Other intangible assets(1) | 491,366 |
Other non-current assets | 2,960 |
Operating lease right-of-use assets | 25,099 |
Total assets | $ | 648,050 |
Accounts payable | 3,474 |
Accrued expenses and other current liabilities | 88,561 |
Current portion of deferred revenue | 35,126 |
Current portion of operating lease liabilities | 5,188 |
Deferred income taxes(3) | 49,403 |
Non-current portion of deferred revenue | 936 |
Operating lease liabilities | 20,341 |
Total liabilities | 203,029 |
Fair value of acquired identifiable assets and liabilities | $ | 445,021 |
Purchase price, net of cash(2) | 944,220 |
Less: Fair value of acquired identifiable assets and liabilities | 445,021 |
Goodwill | $ | 499,199 |
(1) Includes $3,966 of internally developed software in progress acquired. |
(2) The Company acquired cash of $20,777. |
(3) The Company corrected an understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet in February 28, 2020. See Note 2 - Basis of Presentation for further details.
The following table summarizes the final purchase price allocation for this acquisition:
| Total
Accounts receivable | $ | 380,259 |
Prepaid expenses | 27,437 |
Other current assets | 38,784 |
Property and equipment, net | 13,290 |
Other intangible assets | 4,920,317 |
Deferred income taxes | 21,027 |
Other non-current assets | 8,403 |
Operating lease right-of-use assets | 30,649 |
Total assets | $ | 5,440,166 |
Accounts payable | 53,791 |
Accrued expenses and other current liabilities | 279,677 |
Current portion of deferred revenue | 181,365 |
Current portion of operating lease liabilities | 7,738 |
Non-current portion of deferred revenue | 16,771 |
Deferred income taxes(2) | 291,869 |
Other non-current liabilities | 24,307 |
Operating lease liabilities | 23,615 |
Total liabilities | 879,133 |
Fair value of acquired identifiable assets and liabilities | $ | 4,561,033 |
Purchase price, net of cash(1) | $ | 8,540,886 |
Less: Fair value of acquired identifiable assets and liabilities | 4,561,033 |
Goodwill | $ | 3,979,853 |
(1) The Company acquired cash of $102,675, including $3,400 of restricted cash to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting.
(2) Separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company corrected the understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020. See Note 27 - Restatement of Previously Issued Financial Statements for further details.
The purchase price allocation for the IncoPat acquisition as of the close date of October 26, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for the acquisition:
| Total
Accounts receivable | $ | 1,107 |
Prepaid expenses | 168 |
Other current assets | 100 |
Property and equipment, net | 354 |
Other intangible assets | 21,957 |
Other non-current assets | 283 |
Total assets | $ | 23,969 |
Accounts payable | 73 |
Accrued expenses and other current liabilities | 843 |
Current portion of deferred revenue | 6,445 |
Deferred income taxes | 4,802 |
Other non-current liabilities | 283 |
Total liabilities | $ | 12,446 |
Fair value of acquired identifiable assets and liabilities | $ | 11,523 |
Purchase price, net of cash(1) | 52,133 |
Less: Fair value of acquired identifiable assets and liabilities | 11,523 |
Goodwill | $ | 40,610 |
(1) The Company acquired cash of $844. |
The following table summarizes the preliminary purchase price allocation for this acquisition:
| Total
Accounts receivable | $ | 44 |
Prepaid expenses | 7 |
Other current assets | 844 |
Property and equipment, net | 75 |
Other intangible assets | 8,805 |
Other non-current assets | 94 |
Total assets | $ | 9,869 |
Accounts payable | 27 |
Accrued expenses and other current liabilities | 1,512 |
Deferred income taxes | 1,937 |
Total liabilities | 3,476 |
Fair value of acquired identifiable assets and liabilities | $ | 6,393 |
Purchase price, net of cash(1) | 9,254 |
Less: Fair value of acquired identifiable assets and liabilities | 6,393 |
Goodwill | $ | 2,861 |
(1) The Company acquired cash of $2,191. |
The following table summarizes the preliminary purchase price allocation for this acquisition:
| Total
Accounts receivable | $ | 366 |
Prepaid expenses | 3 |
Other current assets | 102 |
Property and equipment, net | 21 |
Other intangible assets | 6,280 |
Other non-current assets | 6 |
Deferred income taxes | 184 |
Total assets | $ | 6,962 |
Accounts payable | 12 |
Accrued expenses and other current liabilities | 82 |
Current portion of deferred revenues | 1,247 |
Total liabilities | 1,341 |
Fair value of acquired identifiable assets and liabilities | $ | 5,621 |
Purchase price, net of cash(1) | $ | 16,918 |
Less: Fair value of acquired identifiable assets and liabilities | 5,621 |
Goodwill | $ | 11,297 |
(1) The Company acquired cash of $2,069. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining amortization period (in years):
| Fair Value as of February 28, 2020 |  | Remaining Range of Years
Customer relationships | $ | 381,000 |  |  | 10-21
Database and content | 50,200 |  |  | 2-7
Trade names | 5,200 |  |  | 4-7
Purchased software | 23,000 |  |  | 3-8
Backlog | 28,000 |  |  | 4
Total identifiable intangible assets | $ | 487,400 |  |  |
The following table summarizes the estimated fair value of CPA Global’s identifiable intangible assets acquired and their remaining amortization period (in years):
| Fair Value as of October 1, 2020 |  | Remaining Range of Years
Customer relationships | $ | 4,643,306 |  |  | 17-23
Technology | 266,224 |  |  | 6-14
Trademarks | 10,787 |  |  | 2-17
Total identifiable intangible assets | $ | 4,920,317 |  |  |
The following table summarizes the estimated fair value of Beijing IncoPat’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years):
| Fair Value as of October 26, 2020 |  | Remaining Amortization Period (in years)
Customer relationships | $ | 19,989 |  |  | 11
Existing technology | 1,892 |  |  | 6
Trade names | 76 |  |  | 2
Total identifiable intangible assets | $ | 21,957 |  |  |
The following table summarizes the estimated fair value of Hanlim’s identifiable intangible assets acquired and their remaining amortization period (in years):
| Fair Value as of November 23, 2020 |  | Remaining Range of Years
Customer relationships | $ | 7,832 |  |  | 11-13
Trade name | 15 |  |  | 2
Non-compete agreements | 958 |  |  | 5
Total identifiable intangible assets | $ | 8,805 |  |  |
The following table summarizes the estimated fair value of Bioinfogate's identifiable intangible assets acquired and their remaining amortization period (in years):
| Fair Value as of August 3, 2021 |  | Remaining Range of Years
Customer relationships | $ | 5,224 |  |  | 10
Technology | 1,020 |  |  | 6
Trade name | 36 |  |  | 2
Total identifiable intangible assets | $ | 6,280 |  |  |
Schedule of business acquisitions, by acquisition |
Issuance of 210,357,918 shares |  | $ | 6,565,477 |
Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge |  | 2,078,084 |
Total purchase price |  | 8,643,561 |
Cash acquired |  | (102,675) |
Total purchase price, net of cash acquired |  | $ | 8,540,886 |

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