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Business Combinations (Tables) | 12 Months Ended
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Dec. 31, 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 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 cash | 465 |  |  | 6,569 |  |  | 237 |
Add: Net working capital adjustment | 1,654 |  |  | (7,357) |  |  | 147 |
Less: Assumed indebtedness | (653) |  |  | (1,973) |  |  | (15) |
Total purchase price transferred | $ | 178,466 |  |  | $ | 97,239 |  |  | $ | 82,369 |
| FDS Amplicare (1) |  | ReCept (2) (3) |  | MarkeTouch Media (4)
Fair value of assets acquired and liabilities assumed: |  |  |  |  |
Cash and cash equivalents | $ | 465 |  |  | $ | — |  |  | $ | 237 |
Accounts receivable and unbilled receivables | 5,330 |  |  | 2,383 |  |  | 2,302 |
Prepaid expenses | 506 |  |  | 192 |  |  | 96 |
Other current assets | 45 |  |  | 12,223 |  |  | — |
Total current assets | 6,346 |  |  | 14,798 |  |  | 2,635 |
Property and equipment | 444 |  |  | 172 |  |  | 177 |
Operating lease right-of-use assets | 2,252 |  |  | 773 |  |  | 602 |
Goodwill | 117,784 |  |  | 77,644 |  |  | 42,273 |
Intangible assets | 70,000 |  |  | 28,100 |  |  | 38,000 |
Other long-term assets | 51 |  |  | 195 |  |  | 2,850 |
Total assets | 196,877 |  |  | 121,682 |  |  | 86,537 |
Accounts payable | 950 |  |  | 219 |  |  | 473 |
Accrued compensation | 1,312 |  |  | 1,756 |  |  | — |
Accrued liabilities | 1,497 |  |  | 18,249 |  |  | 292 |
Deferred revenues | 1,916 |  |  | 222 |  |  | 347 |
Long-term deferred tax liabilities | 11,686 |  |  | 3,383 |  |  | — |
Long-term operating lease liabilities | 920 |  |  | 614 |  |  | 206 |
Other long-term liabilities | 130 |  |  | — |  |  | 2,850 |
Total liabilities | 18,411 |  |  | 24,443 |  |  | 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 year ended December 31, 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 year ended December 31, 2022, the Company recorded a measurement period adjustments of $0.4 million to goodwill, consisting of an increase in long-term deferred tax liabilities and accrued liabilities of $0.3 million and $0.1 million, respectively. (2) Closing cash is included in other current assets due to its restrictive nature as cash held for customers. (3) During the year ended December 31, 2022, the Company recorded measurement period adjustments of $3.9 million to goodwill, consisting of a purchase price adjustment of $5.2 million, a decrease in long-term deferred tax liabilities of $0.2 million and a decrease in accrued liabilities of $0.3 million, partially offset by a decrease to other current assets of $1.7 million. (4) During the year ended December 31, 2022, the Company recorded a measurement period adjustment of $0.3 million to goodwill related to a purchase price adjustment. The following table represents the allocation of the purchase price to the assets acquired and the liabilities assumed by the Company as part of the acquisition included in the Company’s Consolidated Balance Sheets, and is reconciled to the purchase price transferred:
| 340B Link Business (1)
| (In thousands)
Accounts receivable and unbilled receivables | $ | 8,197 |
Prepaid expenses | 232 |
Other current assets | 23,040 |
Total current assets | 31,469 |
Property and equipment | 531 |
Operating lease right-of-use assets | 3,138 |
Goodwill | 160,268 |
Intangible assets | 62,800 |
Total assets | 258,206 |
Accounts payable | 568 |
Accrued liabilities | 23,715 |
Long-term deferred tax liabilities | 6,334 |
Long-term operating lease liabilities | 2,589 |
Total liabilities | 33,206 |
Total purchase price | $ | 225,000 |
_________________________________________________ (1) During the third quarter of 2021, the Company recorded measurement period adjustments of $0.9 million to goodwill, consisting of an increase in other current assets, a decrease in accrued liabilities, and a decrease in long-term deferred tax liabilities of $0.3 million, $0.1 million, and $0.5 million, respectively.
Summary of Identifiable Intangible Assets Acquired | The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:
| FDS Amplicare (1) |  | ReCept |  | MarkeTouch Media
| Fair value |  | Useful life (years) |  | Fair value |  | Useful life (years) |  | Fair value |  | Useful life (years)
| (In thousands, except for years)
Customer relationships | $ | 59,900 |  |  | 23 |  | $ | 28,100 |  |  | 23 |  | $ | 34,100 |  |  | 26
Acquired technology | 7,700 |  |  | 5 - 7 |  | — |  |  | — |  | 2,100 |  |  | 4
Backlog | — |  |  | — |  | — |  |  | — |  | 1,800 |  |  | 2
Trade names | 2,400 |  |  | 5 |  | — |  |  | — |  | — |  |  | —
Total purchased intangible assets | $ | 70,000 |  |  |  |  | $ | 28,100 |  |  |  |  | $ | 38,000 |  |  |
_________________________________________________ (1) During the year ended December 31, 2021, the Company recorded a measurement period adjustment of $0.4 million in customer relationships. The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:
| 340B Link Business
| Fair value |  | Useful life (years)
| (In thousands, except for years)
Customer relationships | $ | 53,000 |  |  | 21
Acquired technology | 9,000 |  |  | 5
Trade names | 200 |  |  | 1
Non-compete agreements | 600 |  |  | 3
Total purchased intangible assets | $ | 62,800 |  |  |
Pro Forma Financial Information | The following table presents certain unaudited pro forma consolidated financial information for the years ended December 31, 2021 and 2020 as if the FDS Amplicare, ReCept, and MarkeTouch Media acquisitions had been completed on January 1, 2020 and the 340B Link Business acquisition had been completed on January 1, 2019. The pro forma effects of the Hub and Spoke Innovations acquisition were not material to the Company’s consolidated results of operations. The unaudited pro forma financial information is presented for informational purposes only, and is not indicative of what would have occurred had the acquisitions taken place on those respective dates. The unaudited pro forma financial information combines the historical results of the acquisitions with the Company’s consolidated historical results and includes certain adjustments including, but not limited to, amortization and depreciation of intangible assets and property and equipment acquired; imputed interest, interest expense, and amortization of debt issuance costs related to acquisitions, as applicable; and certain acquisition-related costs incurred.
|  |  | Year Ended December 31,
|  |  | 2021 |  | 2020
|  |  | (In thousands)
Pro forma revenues |  |  | $ | 1,195,473 |  |  | $ | 986,310 |
Pro forma net income |  |  | $ | 79,981 |  |  | $ | 22,615 |

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- Definition Tabular disclosure of characteristics and cost, by total and major class, of indefinite-lived intangible assets acquired as part of a business combination. Indefinite-lived intangible assets are assets that have no physical form, but have expected future economic benefit. The future benefit is not expected to diminish over a stated period of time. Acquired indefinite-lived intangible assets are disclosed by major class (assets that can be grouped together because they are similar, either by their nature or by their use in operations of the entity) and in total. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4922-128472 + Details
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- Definition 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. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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