Acquisitions | 3 Months Ended |
Mar. 31, 2015 |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions |
Simpler Acquisition |
On April 11, 2014, we acquired Simpler (the "Simpler Transaction"). Simpler provides "Lean" enterprise transformation consulting services. This strategic acquisition combines the Company’s market-leading cost and quality analytics in the commercial segment with Simpler’s performance management consulting capabilities to deliver performance improvement solutions to healthcare and commercial customers. Pursuant to the Simpler purchase agreement, the Company indirectly acquired all of the outstanding equity of Simpler for a purchase price of $81.1 million, including a working capital adjustment of $1.1 million, and the issuance of equity interests by Holdings LLC, the direct parent of the Company, of $3.7 million to Simpler. The related acquisition costs amounted to $3.6 million. The Company financed the acquisition and related costs and expenses through an increase in the Tranche B Term Loans (the "Supplemental Tranche B Term Loans") (see Note 6). The Company and its affiliates did not assume any indebtedness in connection with the Simpler Transaction. |
The following is a summary of the allocation of the purchase price of the Simpler Transaction to the estimated fair values of assets acquired and liabilities assumed in the Simpler Transaction. The allocation of the purchase price is based on management's judgment after evaluating several factors, including a valuation assessment prepared by a third party valuation firm: |
| | |
| | | | | |
| Values recognized at acquisition date | | |
Trade and other receivables | $ | 7,560 | | | |
| |
Prepaid assets and other current assets | 425 | | | |
| |
Computer hardware and other property | 181 | | | |
| |
Other identifiable intangible assets | 47,500 | | | |
| |
Current liabilities | (2,575 | ) | | |
Deferred revenue | (600 | ) | | |
Net assets acquired | 52,491 | | | |
| |
Goodwill on acquisition | 28,571 | | | |
| |
Net consideration | $ | 81,062 | | | |
| |
Accounts receivable, accounts payable, and liabilities were stated at historical carrying values, given their short-term nature. |
|
The Company engaged a third party valuation firm to assist in determining the fair values of other identifiable assets and liabilities acquired, including trademarks and trade names, customer relationships, backlogs, non-compete agreements, and deferred revenue. |
Computer hardware and other property have been valued at historical carrying values as management estimated that its replacement costs would not significantly differ from its carrying values. |
Trademarks and trade names have been valued using the relief from royalty method under the income approach to estimate the cost savings that accrue to the Company which would otherwise have gone to pay royalties or license fees on revenues earned through the use of the asset. Using this approach, trademarks and trade names were valued at $8.0 million, with estimated useful lives of 13 years. |
Customer relationships were determined using an income approach, taking into account the expected revenue growth and attrition rates of the customers and the estimated capital charges for the use of other net tangible and identifiable net intangible assets. Using this approach, customer relationships were assigned a value of $21.4 million, with estimated useful lives of 3 to 9 years. |
Backlog was determined using an income approach based on projected backlog as of the acquisition date. Using this approach, backlog was assigned a value of $13.7 million, with an estimated useful life of 1 to 2 years. |
Non-compete agreements were determined using an income approach based on projected lost revenue. Using this approach, non-compete agreements were assigned a value of $4.4 million, with estimated useful lives of 2 to 3 years. |
Deferred revenue has been valued using a cost build-up approach and is calculated as the cost to fulfill the legal performance obligation plus a reasonable profit margin. |
The goodwill recognized upon closing of the Simpler acquisition is attributable mainly to the skill of the acquired work force and Simpler’s position as a provider of services to key constituents of the U.S. market. The total goodwill relating to the Simpler Transaction is tax deductible. |
|
Simpler's revenue and net loss for the three months ended March 31, 2015, amounted to $13.8 million and $1.5 million, respectively. |
|
The following unaudited pro forma financial data summarizes the Simpler’s results of operations for the three months ended March 31, 2014 had the acquisition of Simpler occurred as of January 1, 2013: |
|
| |
| | | | | |
| | Three months ended March 31, 2014 | |
| | (Unaudited) | |
Revenues, net | | $ | 12,663 | | |
|
Net loss | | 1,217 | | |
|
|
|
JWA Acquisition |
On October 31, 2014, we acquired JWA (the "JWA Transaction"), a company that provides "Lean" healthcare consulting services. The Company acquired all of the outstanding equity of JWA for a cash purchase price of $15.3 million, including a $1.2 million working capital adjustment and $0.1 million holdback payment. Truven also agreed to pay $1.9 million in three annual payments as compensation to a former major shareholder of JWA who became Truven's employee, as long as the former major shareholder remained with Truven for the next three years. The related acquisition costs amounted to $0.6 million. The Company and its affiliates did not assume any indebtedness in connection with the JWA Transaction. We financed the acquisition and related costs and expenses through the issuance of the Additional Notes. |
The following is a summary of the allocation of the purchase price of the JWA Transaction to the estimated fair values of assets acquired and liabilities assumed in the JWA Transaction. The allocation of the purchase price is based on management's judgment after evaluating several factors, including a valuation assessment prepared by a third party valuation firm: |
| | |
| | | | | |
| Values recognized at acquisition date | | |
Trade and other receivables | $ | 1,462 | | | |
| |
Prepaid assets and other current assets | 41 | | | |
| |
Computer hardware and other property | 17 | | | |
| |
Other identifiable intangible assets | 7,489 | | | |
| |
Current liabilities | (607 | ) | | |
Deferred revenue | (126 | ) | | |
Net assets acquired | 8,276 | | | |
| |
Goodwill on acquisition | 7,020 | | | |
| |
Net consideration | $ | 15,296 | | | |
| |
Accounts receivable, accounts payable, liabilities and deferred revenue were stated at historical carrying values, given their short-term nature. |
|
The Company engaged a third party valuation firm to assist in determining the fair values of other identifiable assets and liabilities acquired, including trademarks and trade names, customer relationships and backlogs. |
Computer hardware and other property have been valued at historical carrying values as management estimated that its replacement costs would not significantly differ from its carrying values. |
Trademarks and trade names have been valued using the relief from royalty method under the income approach to estimate the cost savings that accrue to the Company, which would otherwise have gone to pay royalties or license fees on revenues earned through the use of the asset. Using this approach, trademarks and trade names were valued at $0.3 million, with estimated useful lives of 3 to 5 years. |
Customer relationships were determined using an income approach, taking into account the expected revenue growth and attrition rates of the customers and the estimated capital charges for the use of other net tangible and identifiable net intangible assets. Using this approach, customer relationships were assigned a value of $6.1 million, with estimated useful lives of 10 to 11 years. |
Backlog was determined using an income approach based on projected backlog as of the acquisition date. Using this approach, backlog was assigned a value of $1.0 million, with an estimated useful life of 1 year. |
The goodwill recognized upon closing of the acquisition is attributable mainly to the skill of the acquired work force and JWA’s position as a provider of services to key constituents of the U.S. market. The total goodwill relating to the JWA Transaction is tax deductible. |
JWA's revenue and net income for the three months ended March 31, 2015 amounted to $3.1 million and $0.2 million, respectively. |
The following unaudited pro forma financial data summarizes JWA's results of operations for the three months ended March 31, 2014 had the acquisition of JWA occurred as of January 1, 2013: |
|
|
|
| | | | | |
| | | Three months ended March 31, 2014 |
| | | (Unaudited) |
Revenues, net | | | $ | 2,831 | |
|
Net Income | | | 173 | |
|
HBE Acquisition |
On November 12, 2014, Truven consummated the acquisition of HBE, a leading provider of stakeholder information that is essential for life sciences companies to gain drug approval, reimbursement, and adoption, for a cash purchase price of $17.2 million, including negative working capital adjustment of $2.8 million (the "HBE Transaction"). The related acquisition costs amounted to $1.2 million. |
The Company financed the acquisition and related costs and expenses through the issuance of the Additional Notes (see Note 6). The Company and its affiliates did not assume any indebtedness in connection with the HBE Transaction. |
The following is a summary of the allocation of the purchase price of the HBE Transaction to the estimated fair values of assets acquired and liabilities assumed in the HBE Transaction. The allocation of the purchase price is based on management's judgment after evaluating several factors, including a valuation assessment prepared by a third party valuation firm: |
|
| | |
| | | | | |
| Values recognized at acquisition date | | |
Trade and other receivables | $ | 7,670 | | | |
| |
Prepaid assets and other current assets | 768 | | | |
| |
Computer hardware and other property | 140 | | | |
| |
Developed technology and content | 4,621 | | | |
| |
Other identifiable intangible assets | 11,278 | | | |
| |
Other noncurrent assets | 67 | | | |
| |
Current liabilities | (8,604 | ) | | |
Deferred revenue | (4,249 | ) | | |
Net assets acquired | 11,691 | | | |
| |
Goodwill on acquisition | 5,552 | | | |
| |
Net consideration | $ | 17,243 | | | |
| |
Adjustment recorded during the quarter reduced current assets by $0.3 million and increased total liabilities by $0.1 million, as a result of the final working capital adjustment. |
Accounts receivable, accounts payable, and liabilities were stated at historical carrying values, given their short-term nature. |
|
The Company engaged a third party valuation firm to assist in determining the fair values of other identifiable assets and liabilities acquired, including trademarks and trade names, customer relationships, non-compete agreements, and deferred revenue. |
Computer hardware and other property have been valued at historical carrying values as management estimated that its replacement costs would not significantly differ from its carrying values. |
Trademarks and trade names have been valued using the relief from royalty method under the income approach to estimate the cost savings that accrue to the Company which would otherwise have gone to pay royalties or license fees on revenues earned through the use of the asset. Using this approach, trademarks and trade names were valued at $2.5 million, with estimated useful lives of 12 to 14 years. |
Customer relationships were determined using an income approach, taking into account the expected revenue growth and attrition rates of the customers and the estimated capital charges for the use of other net tangible and identifiable net intangible assets. Using this approach, customer relationships were assigned a value of $8.8 million, with estimated useful lives of 9 to 11 years. |
Deferred revenue has been valued using a cost build-up approach and is calculated as the cost to fulfill the legal performance obligation plus a reasonable profit margin. |
The goodwill recognized upon closing of the acquisition is attributable mainly to the skill of the acquired work force and HBE’s position as a provider of services to key constituents of the global life sciences market. The total goodwill relating to the HBE Transaction is tax deductible. |
HBE's revenue and net loss for the three months ended March 31, 2015, amounted to $2.8 million and $1.8 million respectively. |
The following unaudited pro forma financial data summarizes HBE’s results of operations for the three months ended March 31, 2014 had the acquisition of HBE occurred as of January 1, 2013: |
|
|
| |
| | | | | |
| | Three months ended March 31, 2014 | |
| | (Unaudited) | |
Revenues, net | | $ | 5,444 | | |
|
Net income | | 992 | | |
|