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Business Combinations (Tables)

3 Months Ended

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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- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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