Business Combination | 3. Business combination HT Systems, LLC Acquisition On April 30, 2015, the Company acquired 100% of the equity of HT Systems, LLC. (“HT Systems”), a provider of palm-vein based biometric patient identification systems, to enter into the positive patient identification market for a purchase price of $19.1 million less $120,000 of working capital adjustments, for total cash consideration paid of $19.0 million. The acquisition of HT Systems and its PatientSecure biometric patient identification technology supports the Company’s long-term vision to be the leading provider of healthcare IT security solutions that increase provider productivity, enable patient engagement, and improve patient safety. The Company may pay up to $5.0 million of potential additional earn-out consideration to the selling equity-holders, which will be determined based upon the achievement of certain sales targets over the two-year period following the transaction, provided, that the selling equity-holders remain employees of the Company when the earn-out consideration becomes payable. The earn-out consideration will be recognized in the Company’s consolidated financial statements as compensation expense as earned. For the three and nine month ended September 30, 2015, the Company has not recorded compensation expense associated with the earn-out consideration based on the probability of achieving sales targets. In addition, the Company will pay up to $1.9 million in retention-based payments to the selling equity-holders payable in cash two years from the closing date of April 30, 2015, contingent upon continued employment as of the payment date. Additional retention-based payments of $341,000, payable in cash, are payable to other employees 8 to 20 months following the date of acquisition, contingent upon their continued employment on the payment dates. The retention-based payments will be recognized in the Company’s consolidated statements of operations as compensation expense over the employment period. During the three and nine months ended September 30, 2015, $0 and $709,000, respectively, of acquisition-related costs were incurred due to the HT Systems acquisition, which are included in general and administrative expenses in the consolidated statement of operations. Purchase Price Allocation Under the acquisition method of accounting, the Company allocated the purchase price to the identifiable assets and liabilities based on their estimated fair value, which was determined by management using the best information available as of the date of the acquisition (Level 3 inputs). The allocation of the HT Systems purchase consideration to the identifiable assets acquired and liabilities assumed was as follows: Useful lives (dollars in thousands) Amount (in years) Assets: Accounts receivable $ 5,449 Prepaid expenses and other current assets 34 Property and equipment 59 3 Intangible assets 3,291 4 to 7 Liabilities assumed: Accrued expenses (85 ) Deferred revenue (2,052 ) Net assets acquired 6,696 Goodwill 12,259 Total fair value consideration $ 18,955 Methodologies used in valuing the intangible assets include, but are not limited to the relief from royalty method and multi-period excess earnings method. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill, which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with GAAP. The Company made an election under Internal Revenue Code section 338 to treat the acquisition of the stock as an asset purchase. As a result, the Company will corporate level tax deductions associated with the fair market value of net tangible assets, intangible assets, and goodwill. The fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations, and the Company’s estimates and assumptions for the acquisition are subject to change as the Company obtains additional information during the measurement periods, up to one year from the acquisition date. During the three months ended September 30, 2015, the Company recorded the following measurement period adjustments: · a $69,000 working capital adjustment to the opening balance sheet for pre-acquisition royalty receivables from a third party reseller not previously recorded in the acquiree’s opening balance sheet; · an increase in the fair value of deferred revenue acquired by $106,000, due to the refinement of the valuation estimates for deferred revenue; and · a $1.1 million increase to unbilled receivables as a result of reviewing the contractual billing obligations of the acquired customers for goods and services delivered in pre-acquisition periods. These measurement period adjustments resulted in a $947,000 decrease in the amount of goodwill reported in the consolidated balance sheet at September 30, 2015. As a result of the increase in deferred revenue, the Company would have recorded an additional $24,000 in maintenance revenue during the three months ended June 30, 2015. As of September 30, 2015, the purchase accounting adjustments are preliminary and not yet finalized as the Company continues to evaluate the acquiree’s contractual obligations related to deferred revenues and unbilled receivables. Pro Forma Results of Operations (unaudited) The consolidated financial statements include the operating results of HT Systems from the date of acquisition. The following unaudited pro forma results of operations have been presented as if the HT Systems acquisition occurred on January 1, 2014: (1) HT Systems defers all revenue related to a customer engagement until PatientSecure is fully implemented and in production. The revenue patterns can fluctuate between periods due to customers delaying the start of implementation. Consequently, comparisons between the interim periods may not be indicative of future revenue patterns. Three Months Ended Nine Months Ended September 30, September 30, (dollars in thousands, except per share data) 2015 2014 2015 2014 Pro forma revenue $ 29,282 $ 26,738 $ 86,073 $ 72,725 Pro forma operating expenses 26,341 21,981 76,735 63,401 Pro forma net loss (7,214 ) (4,410 ) (19,882 ) (13,851 ) Pro forma net loss per share basic and diluted $ (0.29 ) $ (0.19 ) $ (0.82 ) $ (1.53 ) This information is based on historical results of operations, adjusted for the allocations of purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what the Company’s results would have been had it operated the businesses since January 1, 2014. For the three and nine months ended September 30, 2015, the Company’s consolidated revenue includes revenues from HT Systems of $712,000 and $883,000, respectively. Due to the continued integration of the combined business, it is impractical to determine the earnings of HT Systems beyond the measure of revenue. |