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Business Combinations | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combinations | Business Combinations The business acquisitions discussed below are included in our results of operations from the date of acquisition. 2025 Acquisition Upfront Healthcare Services On January 22, 2025, we acquired Upfront Healthcare Services, Inc. (Upfront), a next-generation patient engagement platform provider. We accounted for the acquisition of Upfront as a business combination. The acquisition consideration transferred was $80.0 million and was comprised of estimated net cash consideration of $41.1 million, shares of our common stock with an aggregate acquisition-date fair value of $31.6 million, and contingent consideration based on certain earn-out performance targets for Upfront during an earn-out period ending on December 31, 2026, with an aggregate acquisition-date fair value of $7.3 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Upfront. An additional 106,196 shares of our common stock subject to restriction agreements (restricted shares) were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as acquisition stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 13-Stock-Based Compensation for additional details related to our stock-based compensation. The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Upfront (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 1,544 |
Prepaid expenses and other assets | 655 |
Property and equipment, net | 114 |
Right-of-use assets | 288 |
Developed technology | 16,400 |
Client relationships | 11,700 |
Trademarks | 600 |
Total assets acquired | 31,301 |
Less liabilities assumed: |
Accrued and other current liabilities | 1,558 |
Deferred revenue | 2,352 |
Operating lease liability | 284 |
Total liabilities assumed | 4,194 |
Total assets acquired, net | 27,107 |
Goodwill | 52,912 |
Total consideration transferred, net of cash acquired | $ | 80,019 |
The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of six years, three years, and three years, respectively. The resulting goodwill from the Upfront acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. The preliminary allocation of the consideration transferred is subject to potential adjustments. Balances subject to adjustment are primarily tax-related matters, including the tax basis of assets acquired and liabilities assumed. During the measurement period, we may record adjustments to the provisional amounts recognized in our initial accounting for the acquisition. We expect the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). There were no measurement period adjustments recorded during the three months ended March 31, 2025. The amount of revenue attributable to the acquired business of Upfront was not material to our condensed consolidated statement of operations for the three months ended March 31, 2025. Income (loss) information for Upfront after the acquisition date through March 31, 2025 is not presented as the Upfront business was integrated into our operations immediately following the acquisition and is impracticable to quantify. In addition to the purchase price, we agreed to make retention bonuses in an aggregate amount of up to $1.1 million in cash payments and the issuance of up to approximately 151,148 restricted shares to certain Upfront management team members, a portion of which is variable based upon the achievement of earn-out performance targets. The retention bonuses are recorded as post-combination compensation expense and adjusted out of our purchase price consideration. During the three months ended March 31, 2025, we recognized compensation expense of $0.9 million and stock-based compensation expense of $0.5 million related to these retention bonuses and 86,975 of the restricted shares that vested. Unaudited Pro Forma Financial Information The following table reflects our unaudited pro forma combined results of operations for the three months ended March 31, 2025 and 2024 as if the acquisition of Upfront had taken place on January 1, 2024 (in thousands):
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
| (unaudited) |  |
Pro forma net loss | $ | (23,358) |  |  | $ | (27,769) |  |  |  |  |
The unaudited pro forma information is presented for informational purposes only and is not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2024 or to project potential results as of any future date or for any future periods. The unaudited pro forma information, including adjustments, are based upon available information and certain assumptions that we believe are reasonable. Pro forma revenue has not been presented for the Upfront acquisition as the impact to our condensed consolidated financial statements was not material. The nature and amount of material, nonrecurring pro forma adjustments directly attributable to the Upfront acquisition which are included in the pro forma net loss, as applicable, are summarized as follows (in thousands):
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
| (unaudited) |  |
Amortization of acquired intangible assets | $ | (1,269) |  |  | $ | (1,904) |  |  |  |  |
Acquisition-related costs, net | 2,585 |  |  | (1,155) |  |  |  |  |
2024 Acquisitions Intraprise Health, LLC On November 8, 2024, we acquired Intraprise Health, LLC (Intraprise), a leading provider of data and analytics technology and security services to healthcare organizations. We accounted for the acquisition of Intraprise as a business combination. The acquisition consideration transferred was $44.9 million and was comprised of net cash consideration of $25.4 million and shares of our common stock with an aggregate acquisition-date fair value of $19.5 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Intraprise. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Intraprise (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 1,344 |
Prepaid expenses and other assets | 118 |
Client relationships | 12,400 |
Developed technology | 4,200 |
Trademarks | 300 |
Total assets acquired | 18,362 |
Less liabilities assumed: |
Accrued and other current liabilities | 199 |
Deferred revenue | 2,877 |
Total liabilities assumed | 3,076 |
Total assets acquired, net | 15,286 |
Goodwill | 29,598 |
Total consideration transferred, net of cash acquired | $ | 44,884 |
The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include enterprise client relationships, small and medium business client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, three years, three years, and three years, respectively. The resulting goodwill from the Intraprise acquisition was allocated $23.7 million to the technology reporting unit and $5.9 million to the professional services reporting unit, and $21.5 million of acquired goodwill is deductible for income tax purposes. The preliminary allocation of the consideration transferred is subject to potential adjustments. Balances subject to adjustment are primarily tax-related matters, including the tax basis of assets acquired and liabilities assumed. During the measurement period, we may record adjustments to the provisional amounts recognized in our initial accounting for the acquisition. We expect the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). There were no measurement period adjustments recorded during the three months ended March 31, 2025. Lumeon Ltd. On August 1, 2024, we acquired Lumeon Ltd. (Lumeon), a digital health company dedicated to helping provider organizations mend broken care coordination processes through automated care orchestration. We accounted for the acquisition of Lumeon as a business combination. The acquisition consideration transferred was $39.8 million and was comprised of estimated net cash consideration of $36.2 million, shares of our common stock with an aggregate acquisition-date fair value of $2.9 million, and contingent consideration based on certain earn-out performance targets for Lumeon during an earn-out period ending on June 30, 2025, with an acquisition-date fair value of $0.7 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Lumeon. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Lumeon (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 967 |
Prepaid expenses and other assets | 795 |
Property and equipment, net | 165 |
Client relationships | 3,700 |
Developed technology | 11,400 |
Trademarks | 1,300 |
Total assets acquired | 18,327 |
Less liabilities assumed: |
Accrued and other current liabilities | 1,131 |
Deferred revenue | 1,759 |
Total liabilities assumed | 2,890 |
Total assets acquired, net | 15,437 |
Goodwill | 24,393 |
Total consideration transferred, net of cash acquired | $ | 39,830 |
The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, four years, and five years, respectively. The resulting goodwill from the Lumeon acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. The preliminary allocation of the consideration transferred is subject to potential adjustments. Balances subject to adjustment are primarily tax-related matters, including the tax basis of assets acquired and liabilities assumed. During the measurement period, we may record adjustments to the provisional amounts recognized in our initial accounting for the acquisition. We expect the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). There were no measurement period adjustments recorded during the three months ended March 31, 2025. Carevive Systems, Inc. On May 24, 2024, we acquired Carevive Systems, Inc. (Carevive), a leading oncology-focused health technology company centered on understanding and improving the experience of patients with cancer. We accounted for the acquisition of Carevive as a business combination. Oncology providers and life science researchers use Carevive’s flagship platform and/or Carevive data in routine clinical practice for treatment care planning, clinical trial screening, care coordination, remote patient monitoring, and/or post-treatment care. The acquisition consideration transferred was $22.1 million and was comprised of estimated net cash consideration of $18.6 million, shares of our common stock with an aggregate acquisition-date fair value of $2.6 million, and contingent consideration based on certain earn-out performance targets for Carevive during an earn-out period ending on June 30, 2025, with an acquisition-date fair value of $0.9 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Carevive. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Carevive (in thousands):
Assets acquired: |
Accounts receivable, net | $ | 96 |
Prepaid expenses and other assets | 64 |
Client relationships | 2,700 |
Developed technology | 4,800 |
Trademarks | 300 |
Total assets acquired | 7,960 |
Less liabilities assumed: |
Accrued and other current liabilities | 1,389 |
Deferred revenue | 76 |
Total liabilities assumed | 1,465 |
Total assets acquired, net | 6,495 |
Goodwill | 15,643 |
Total consideration transferred, net of cash acquired | $ | 22,138 |
The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, four years, and three years, respectively. The resulting goodwill from the Carevive acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. 2024 Acquisitions Unaudited Pro Forma Financial Information The following table reflects our unaudited pro forma combined results of operations for the years ended December 31, 2024 and 2023 as if the acquisitions of Intraprise, Carevive, and Lumeon had taken place on January 1, 2023 (in thousands):
| Year Ended December 31, |  |
| 2024 |  | 2023 |  |  |  |
| (unaudited) |  |
Pro forma net loss | $ | (80,035) |  |  | $ | (153,606) |  |  |  |  |
The unaudited pro forma information is presented for informational purposes only and is not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2023 or to project potential results as of any future date or for any future periods. The unaudited pro forma information, including adjustments, are based upon available information and certain assumptions that we believe are reasonable. Pro forma revenue has not been presented for these 2024 acquisitions as the impact to our condensed consolidated financial statements was not material. The nature and amount of material, nonrecurring pro forma adjustments directly attributable to these acquisitions which are included in the pro forma net loss, as applicable, are summarized as follows (in thousands):
| Year Ended December 31, |  |
| 2024 |  | 2023 |  |  |  |
| (unaudited) |  |
Amortization of acquired intangible assets | $ | (5,715) |  |  | $ | (8,748) |  |  |  |  |
Acquisition-related costs, net | 9,122 |  |  | (2,235) |  |  |  |  |

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