Business Combination Disclosure [Text Block] | 7. NurseGrid On March 9, 2020, HcT2 three March 31, 2020. March 9, 2020. A summary of the purchase price is as follows (in thousands): Cash paid at closing $ 25,485 Post-closing adjustment, net of cash received 33 Cash acquired (4,064 ) Net consideration paid 21,454 Fair value of existing equity interest in NurseGrid 3,623 Net consideration paid $ 25,077 The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts and unbilled receivable, net $ 92 Prepaid and other current assets 155 Operating lease right-of-use assets 50 Deferred tax assets 2,121 Goodwill 21,085 Intangible assets 1,845 Accounts payable and accrued liabilities (143 ) Deferred revenue (78 ) Operating lease liabilities (50 ) Net assets acquired $ 25,077 The excess of purchase price over the fair values of net tangible and intangible assets is recorded as goodwill. The fair values of tangible and identifiable intangible assets and liabilities are based on management’s estimates and assumptions. The primary intangible assets acquired were developed technology and trade name. The fair value estimate for developed technology intangible asset included significant assumptions, including the estimate of employee hours that would be needed to recreate the technology. The fair value estimate for trade name intangible asset included significant assumptions in the prospective financial information, such as projected revenues, royalty rate, and the discount rate. Additionally, these assumptions are forward looking and could be affected by future economic and market conditions. The goodwill balance is primarily attributed to the assembled workforce, future market opportunities to engage and support the NurseGrid Mobile user community, and expected synergies from integrating NurseGrid with other combined functional areas within the Company. The goodwill balance is not The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair value Useful life (in years) Customer relationships $ 35 8 Developed technology 1,110 5 Trade name 700 Indefinite Total intangible assets $ 1,845 The following unaudited pro forma financial information summarizes the results of operations of the Company and NurseGrid as though the companies were combined as of January 1, 2019 ( Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenues $ 64,091 $ 60,900 $ 192,379 $ 183,133 Net income $ 1,500 $ 2,648 $ 6,236 $ 12,632 Net income per share - basic $ 0.05 $ 0.08 $ 0.20 $ 0.39 Net income per share - diluted $ 0.05 $ 0.08 $ 0.20 $ 0.39 These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition, such as amortization of intangible assets, depreciation of property and equipment, interest expense related to NurseGrid’s previously outstanding debt, and fair value adjustments of acquired deferred revenue balances. The unaudited pro forma combined results of operations is for informational purposes only and is not ShiftWizard On October 12, 2020, October 12, 2020. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 1,091 Accounts and unbilled receivable, net 1,038 Prepaid assets 106 Operating lease right-of-use assets 183 Property and equipment 50 Indemnification assets 464 Goodwill 19,307 Intangible asset 12,660 Accounts payable and accrued liabilities (600 ) Deferred revenue (1,601 ) Deferred tax liability (1,559 ) Operating lease liabilities (183 ) Indemnification liability (464 ) Net assets acquired $ 30,492 The excess of purchase price over the fair values of net tangible and intangible assets is recorded as goodwill. The fair values of tangible and identifiable intangible assets and liabilities are based on management’s estimates and assumptions. Included in the assets and liabilities is an indemnification asset and liability of $0.5 million associated with a Paycheck Protection Program loan pending forgiveness as of the acquisition date that was subsequently forgiven. The primary intangible assets acquired were customer relationships and developed technology. The fair value estimate for customer relationships intangible asset included significant assumptions in the prospective financial information, such as revenue growth, customer attrition, EBITDA margin, and the discount rate. The fair value estimate for developed technology intangible asset included significant assumptions, including the estimate of employee hours that would be needed to recreate the technology. Additionally, these assumptions are forward looking and could be affected by future economic and market conditions. The goodwill balance is primarily attributed to the assembled workforce, additional market opportunities from offering ShiftWizard products, and expected synergies from integrating ShiftWizard with other products or other combined functional areas within the Company. The goodwill balance is not The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair Value Useful life (in years) Customer relationships $ 7,800 18 Developed technology 4,050 5 Non-compete 580 1 - 5 Trade name 230 5 Total intangible assets $ 12,660 The following unaudited pro forma financial information summarizes the results of operations of the Company and ShiftWizard as though the companies were combined as of January 1, 2019 ( Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenues $ 64,210 $ 61,930 $ 192,910 $ 186,049 Net income $ 1,615 $ 2,169 $ 6,690 $ 11,985 Net income per share - basic $ 0.05 $ 0.07 $ 0.21 $ 0.37 Net income per share - diluted $ 0.05 $ 0.07 $ 0.21 $ 0.37 These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition, such as amortization of intangible assets, depreciation of property and equipment, and fair value adjustments of acquired deferred revenue balances. The unaudited pro forma combined results of operations is for informational purposes only and is not ANSOS ™ Staff Scheduling application On December 2, 2020, December 2, 2020. The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 1,599 Accounts and unbilled receivable, net 10,099 Prepaid assets 233 Operating lease right-of-use assets 888 Property and equipment 66 Deferred tax assets 2,855 Indemnification asset 2,029 Goodwill 36,748 Intangible assets 32,440 Accounts payable and accrued liabilities (1,776 ) Deferred revenue (14,204 ) Operating lease liabilities (888 ) Deferred tax liability (1,612 ) Uncertain tax position liability (2,029 ) Net assets acquired $ 66,448 The excess of purchase price over the preliminary fair values of net tangible and intangible assets is recorded as goodwill. The fair values of tangible and identifiable intangible assets and liabilities are based on management’s estimates and assumptions. The preliminary fair values of assets acquired and liabilities assumed continue to be subject to change during the measurement period (up to one not nine September 30, 2021 no The portion of goodwill allocated to the U.S. entity is deductible for U.S. income tax purposes (representing 95%). The net tangible assets include deferred revenue, which was adjusted down from a book value at the acquisition date of $17.5 million to an estimated fair value of $14.2 million. The $3.3 million write-down of deferred revenue will result in lower revenues than would have otherwise been recognized for such services. The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair Value Useful life (in years) Customer relationships $ 21,100 11 - 14 Developed technology 9,800 5 Trade name 1,540 10 Total intangible assets $ 32,440 The following unaudited pro forma financial information summarizes the results of operations of the Company and ANSOS as though the companies were combined as of January 1, 2019 ( Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenues $ 64,636 $ 66,924 $ 194,856 $ 203,129 Net income $ 1,965 $ 3,407 $ 8,190 $ 16,514 Net income per share - basic $ 0.06 $ 0.11 $ 0.26 $ 0.51 Net income per share - diluted $ 0.06 $ 0.11 $ 0.26 $ 0.51 These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition, such as amortization of intangible assets, depreciation of property and equipment, and fair value adjustments of acquired deferred revenue balances. The unaudited pro forma combined results of operations is for informational purposes only and is not Other Business Combinations On December 10, 2020, not On January 19, 2021, not During the nine September 30, 2021 |