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Business Combinations (Tables) | 3 Months Ended
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Mar. 31, 2021
Business Combinations [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 March 31, |
| 2021 |  | 2020 |
Revenues, net (1) | $ | 44,320 |  |  | $ | 17,044 |  |
Net loss attributable to the Company's stockholders | $ | (7,831) |  |  | $ | (606) |  |
(1) Includes $1,534 of a deferred revenue adjustment recognized during the three months ended March 31, 2020. |
Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows:
| Three Months Ended March 31,
| 2021 |  | 2020
Pro forma revenues, net | $ | 428,430 |  |  | $ | 265,341 |
Pro forma net loss attributable to the Company's stockholders(1) | $ | (55,951) |  |  | $ | (120,070) |
(1) The Pro forma net loss attributable to the Company's stockholders for the three months ended March 31, 2021 and 2020 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements and Note 25 - Restatement of Prior Period Financial Statements for more information, respectively.
The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows:
| Three Months Ended March 31, 2021
Revenues, net(1) | $ | 152,576 |
Net loss attributable to the Company's stockholders(2) | $ | (49,049) |
(1) Includes $3,002 of a deferred revenue adjustment recognized during the three months ended March 31, 2021.
(2) The Net loss attributable to the Company's stockholders for the three months ended March 31, 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 preliminary purchase price allocation for this acquisition:
| Total
Accounts receivable | $ | 379,346 |
Prepaid expenses | 27,595 |
Other current assets | 38,414 |
Property and equipment, net | 12,288 |
Other intangible assets | 4,920,317 |
Deferred income taxes | 19,310 |
Other non-current assets | 7,280 |
Operating lease right-of-use assets | 30,649 |
Total assets | $ | 5,435,199 |
Accounts payable | 53,501 |
Accrued expenses and other current liabilities | 234,119 |
Current portion of deferred revenue | 179,619 |
Current portion of operating lease liabilities | 7,738 |
Non-current portion of deferred revenue | 16,786 |
Deferred income taxes(2) | 305,635 |
Other non-current liabilities | 24,307 |
Operating lease liabilities | 23,615 |
Total liabilities | 845,320 |
Fair value of acquired identifiable assets and liabilities | $ | 4,589,879 |
Purchase price, net of cash(1) | $ | 8,541,118 |
Less: Fair value of acquired identifiable assets and liabilities | 4,589,879 |
Goodwill | $ | 3,951,239 |
(1) The Company acquired cash of $102,443, 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 | $ | 1,132 |
Prepaid expenses | 168 |
Other current assets | 100 |
Property and equipment, net | 354 |
Other intangible assets | 21,957 |
Other non-current assets | 283 |
Total assets | $ | 23,994 |
Accounts payable | 73 |
Accrued expenses and other current liabilities | 843 |
Current portion of deferred revenue | 6,334 |
Deferred income taxes | 4,802 |
Other non-current liabilities | 283 |
Total liabilities | $12,335
Fair value of acquired identifiable assets and liabilities | $ | 11,659 |
Purchase price, net of cash(1) | 52,133 |
Less: Fair value of acquired identifiable assets and liabilities | 11,659 |
Goodwill | $ | 40,474 |
(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. |
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 |  |  |
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 |  | (102,443) |
Total purchase price, net of cash acquired |  | $ | 8,541,118 |

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